U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-SB
AMENDMENT NO. 2 TO GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL
BUSINESS
ISSUERS UNDER SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
AMERISTAR NETWORK, INC.
(Name of Small Business Issuer in its charter)
Delaware 84-1370942
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- -
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
321 North Mall Dr.
St. George, UT 84790
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 530-677-3233
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Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each such class is to be registered
None N/A
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Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $.001 par value
- ----------------------------------------------------------------
- -
(Title of class)
KENNETH G. EADE
Attorney at Law
143 South B Street
Oxnard, CA 93030
805-487-0403
July 29, 1999
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attn: Jonathan Ingram
Re: Ameristar Network, Inc.
Registration Statement on Form 10-SB
File No. 0-26157
Filed May 21, 1999
Dear Mr.Ingram:
Enclosed herewith is the registrant's amendment number 2 to its
Form 10SB, which it filed on May 21, 1999. The following are
responsive to your comments of July 20, 1999, according to each
numbered comment:
1. A) On June 4, 1999, Scott Stratton, Leslie Avery, David Tew,
Charles Marsh III and James Herbert were appointed as directors
of AmeriStar Network, Inc. Their names and resumes have been
added to Items 4 and 5 of the amendment.
B) As we discussed on the telephone, the Company is
negotiating with a North American telecommunications company to
provide the Company with $46.3 million in acquisition capital.
There has been no agreement or letter of intent signed, and the
identity of the communications company and the program is
subject to a non disclosure agreement. See the appropriate
disclosure in the amendment to Item 2 Plan of Operations.
C) On May 25, 1999, the Company completed its acquisition
of 100% pf the issued and outstanding stock of Ameristar
Mortgage, Inc., which operated under the former name of Access
Business Capital. Ameristar Mortgage, Inc. was incorporated in
Delaware on March 31, 1999. See the amendment to Item 1
Description of Business (Commercial Lending).
D) The Company has publicly announced that its business
strategy is to spin off certain acquired entities, but this
strategy is subject to the successful completion of negotiations
to acquire the acquisition capital, and there can be no
assurance that said negotiations will ever be completed. The
Company has only discussed the possiblity of a spin off with
Ameristar Mortgage, Inc., and there can be no assurance that
such a spin off will ever be completed without the additional
influx of capital. See the amendment to Item 2 Plan of
Operations.
The beneficial ownership table has been updated to reflect the
5.5 million shares issued to the principals of CVS Technologies,
Inc. as well as the 250,000 shares issued to David Tew as a
result of the acquisition of AmeriStar Mortgage, Inc., and the
table has been updated as of the date of this disclosure, as you
have indicated. Also see the amendment to Item 7 Certain
Relationships and Related Transactions. The appropriate
exemptions from registration have been cited in connection with
the issuance of Company stock in the acquisitions.
2. All letters of intent entered into with the acquisition
targets have been set forth in Exhibit 10 to the registration
statement. In addition, the articles of incorporation and by
laws of both acquired subsidiaries; CVS Technologies, Inc. and
Ameristar Mortgage, Inc. have also been included as exhibits, as
well as the acquisition agreements on both entities.
3. The acquisition of CVS Technologies, Inc., was not a
reverse acquisition for accounting purposes, but was a
purchase of all of the outstanding stock of CVS Technologies,
Inc. CVS is a recently incorporated entity with no recorded
assets and liabilities that will significantly change the
Company's financial statements. See Note 12-Subsequent Events
to the June 18, 1999 report as revised.
4. Negotiations of the Company with Mortgage Internet
Technologies, Inc. (MIT) and Government Micro Resources (GMR)
were cancelled by the MIT and GMR due to the Company's inability
to consummate the acquisitions. These disclosures have been set
forth in Item 1 Business (Description of Technology and The
Virtual Lender) and Item 2 Plan of Operations. The financial
statements of Ameristar Mortgage, Inc. and CVS Technologies, the
two acquired Company subsidiaries, have been consolidated with
those of the company. See the amendment to the financial
statements and auditor's report.
5. Discussion has been added on the Company's internal and
external sources of liquidity and on any material commitments
for capital expenditures and the expected sources of funds for
such expenditures.
6. The disclosures required by Item 304 of the Regulation
S-B with regard to the change in auditors has been added, and a
letter from the former auditor has been filed as Exhibit 16 to
the registration statement.
7. The name of the auditor has been included on the report
dated April 28, 1999, and both reports, as well as the latest
amendment, have been manually signed by the auditor.
8. The Company's auditor holds a valid current license
with the California State Board of Accountancy. With the
original of this letter, I am enclosing a copy of the license.
The problem is that his certificate is issued under the name he
does business in; Roger G. Castro, and his license is listed
under his legal name, Rogelio G. Castro.
9. The predecessor auditor's report has been included in
the amendment.
10. The financial statements have been realigned.
11. The amounts for the prior comparative interim period
have been included in the statements of operations and cash
flows.
I have enclosed three copies of a marked, typeset version
of the enclosed amendment. I would also like to remind you that
the Commission, through Ms. Walker, has given assurance that the
staff will give priority to this review, so that comments can be
resolved to resolve the Company's being delisted by the NASD
Bulletin Board. The Company has been placed on the OTC Bulletin
Board's eligibility list for August 2, 1999. You have indicated
that the amendment will be given priority in review, so, if any
comments are made, they may be acted upon before July 30, 1999.
Thank you for your cooperation in this matter.
Very truly yours,
/S/ Kenneth G. Eade
KENNETH G. EADE
cc: O. Russell Crandall
Item 1. Description of Business
Business Development
Ameristar Network, Inc. (the "Company"), a Delaware Corporation,
was incorporated on September 23, 1996. The Company is engaged
in the business of developing its proprietary Internet system,
AmeriTrac, for loan processing, loan approval, and loan delivery
of mortgage loans. The Company has two recently acquired
subsidiaries; AmeriStar Mortgage, Inc. is a Delaware
corporation, engaged in the business of origination of non-bank
mortgage loans, principally in the commercial arena, including
SBA guaranteed loans, and CVS Technologies, Inc., is engaged in
the business of development of a Server 98 compliant 4 digit
real time clock, designed exclusively for servers. Compaq,
Dell, IBM and all clone AT servers currently use non-Y2K
compliant 2 digit RTC clocks. Company customers will be able to
download the CVS "Real Time Clock Fix for Servers," from the
Company web site or E-mail, which will enable the customer to
solve potential Year 2000 issues. The Company's mailing address
is 321 North Mall Drive, suite O-102, St. George, Utah 84790,
and the telephone number of its principal executive office is
(435) 656-3677 and (800) 810-7687.
In General
The Company will equip mortgage brokers with a encrypted
password protected Internet site which will feature underwriters
and lenders, and an Internet site for pre-qualifying potential
home buyers, and the "point of sale" origination of mortgage
loans. The Internet system will provide mortgage loan
professionals and the real estate sales associate with the
tools and training necessary to start the loan application using
the propriety Internet system. The Company has recently signed
a Software Licensing Purchase Agreement with Mortgage Internet
technologies which will provide the AmeriTrac System with the
necessary technologies. (See Description of Technology).
This System will enable mortgage brokers and real estate sales
associates to prepare and submit loan applications for clients.
The concept of "point of sale" loan origination has been
promoted and supported by the National Association of Realtors
for several years. The management of the Company believes that
real estate sales associates continue to play a critical role in
helping their clients obtain a home loan. New amendments to
Regulation X, implementing the Real Estate Settlement Procedures
Act of 1974 ("RESPA"), by the Department of Housing and Urban
Development became effective in recent years. These new
regulations allow for the payment for services rendered in the
origination of a federally regulated mortgage loan.
The Services
In General
The residential mortgage industry accounts for annual
transactions of approximately one trillion dollars in the United
States. The National Association of Realtors reports that
membership in the residential mortgage industry is approximately
one million. The mortgage lending industry is extremely
competitive with a significant portion of the market share being
controlled by relatively few participants. This dominance of
large national mortgage companies is the reason that there is a
need for smaller mortgage brokers to participate in the real
estate transaction at the time of the actual sale. This is
referred to as the "point of sale" real estate transaction. The
technology allows the real estate sales associate to participate
in the process without extensive mortgage training or
experience.
The AmeriTrac process enables the real estate sales associate to
participate in the point of sale application process and be
compensated for it. This is accomplished by utilization of the
Company's proprietary loan origination Internet system, mortgage
loan sourcing, advertising, support services, and the nationwide
network of mortgage brokers which the Company is developing. As
a result, AmeriStar Mortgage Brokers will capture a growing
share of the mortgage loan origination market.
The Company markets its proprietary Internet and Internet
software technologies to the mortgage broker and real estate
industries. To accomplish these goals, the Company intends
further develop and implement this system that allows real
estate professionals and others to electronically evaluate buyer
data, to pre-qualify buyers for a mortgage loan, to input and
compile a loan application and information packet and transmit
that application to a mortgage broker for processing, and then
to one of several AmeriStar approved lenders on the Internet
system for approval; and to monitor the progress of the loan.
The Company solicits mortgage brokers and loan officers who
are equipped with the necessary electronic tools, computers, fax
machines, modems, telephone systems, copiers, printers, software
processing programs, and qualified loan specialists, processors
and other staff management to meet the demand of the
marketplace. The Company uses the Internet, it's Proprietary
Internet system, E-Mail, and modem transmission to enable the
transfer of information from one system to another. This
enables the transmission of loan applications, credit reports,
appraisals, mortgage insurance, title insurance, housing
insurance, and all other real estate documentation.
Description of Technology
The AmeriTrac Wholesale Lender System
An intricate and very necessary part of the process of mortgage
loan delivery is the lender interaction with the investor, known
within the mortgage lending industry as the "wholesaler." Each
day the wholesaler will fax rate sheets to the mortgage broker,
which rate sheets are used to price loan products. The
wholesaler competes with other wholesalers for the business of
the broker. The broker commits to a loan product and rate by
"locking" their customer with a specific wholesaler. This
process will be done online within the Wholesale Lender Center
(WLC) by the AmeriTrac system, which will save the wholesaler
time and money. The WLC is an area that is built into the
Business Development Center (BDC). By entering the BDC, the
loan originator may choose the "Wholesale Network" button to
access a list of participating wholesale lending institutions,
their rate sheets, loan programs and lock sheets.
On June 6, 1998, the Company and Mortgage Internet Technologies,
Inc.("MIT") entered into a Software License Purchase Agreement,
whereby the Company acquired the exclusive license to use MIT's
Virtual Lender (tm) software system, which offers to mortgage
loan originators referrals of participating wholesale lenders,
current loan rates from these lenders, the ability to select a
particular loan program offered and the ability to "lock in" a
current interest rate offered in a particular loan program.
Pursuant to this license agreement, customers accessing the
Wholesale Network within MIT's Virtual Lender System are
customers of the Company. MIT provides full access to the
Virtual Lender Wholesale Network Center, training of AmeriStar
personnel, and all software and supporting materials. The
license grants the Company perpetual use of the system in the
United States, Mexico and Canada.
The Virtual Lender (tm)
To the mortgage professional, the Internet requires a certain
level of commitment to Online technology, including site
construction, education, administrative, process and a basic
understanding of how they will need to react to business
procured by the Internet. The Virtual Lender (tm), developed by
Mortgage Internet Technologies, Inc., and exclusively licensed
to the Company for wholesale mortgage lending within the
territory of the United States, Mexico and Canada, was designed
to answer these concerns and has proven to be a widely accepted
tool for the mortgage professional. The Virtual Lender (tm) will
take the mortgage professional from no involvement in the
Internet to being completely capable of online loan origination
in less than 20 minutes, process that usually takes 30-60 days,
and costs thousands of dollars.
Wholesale customers of the Company may access the wholesale
network center" in the business development center of Mortgage
Internet Technologies, Inc.'s Internet Web Site at
www.vlender.com. AmeriStar Network Inc. has fully paid for and
owns the technology and rights to the Wholesale Lender Center
located within the Virtual Lender (MIT's proprietary product)
and is proceeding to finish its deployment. MIT has over 250
mortgage subscriber brokers on their system all of which will
have access to the Wholesale Lender System.
On April 14, 1998, the Company and Mortgage Internet
Technologies, Inc. entered into a non-exclusive letter of
intent, whereby the Company intended to acquire 100% of the
issued and outstanding shares of Mortgage Internet Technologies,
Inc., MIT) in exchange for $460,000 in cash and 600,000 shares
of company common stock. The completion of the transaction was
announced in May, 1999 by the Board of Directors of both
corporations, but was subject to the company completing the cash
delivery requirements of the agreement and approval by Mortgage
Internet Technologies' shareholders, due to the failure of the
Company to complete its cash payment requirements. As a result,
the agreement has been cancelled in its entirety by MIT.
Commercial Lending
On May 25, 1999, the Company completed its acquisition of 100%
of the issued and outstanding stock of AmeriStar Mortgage, Inc.,
a Delaware Corporation, with whom it signed a letter of intent
on March 17, 1999, in and an acquisition agreement on April 25,
1999, in exchange for 250,000 shares of company common stock.
AmeriStar Mortgage, Inc. is a nonbank mortgage loan originator
with emphasis in the commercial financing area, both SBA
guaranteed and conventional. It has closed two commercial loans
this year, representing approximately $2.4 million in loaned
funds, and currently has 11 loans in review, which represent
approximately $25 million in loaned funds. AmeriStar Mortgage,
Inc. will operate as a wholly owned subsidiary, autonomously of
the Company.
AmeriStar Mortgage, Inc. was incorporated in March, 1999, under
the laws of the state of Delaware, and was capitalized with 1500
shares on March 31, 1999. The exchange of shares was made
pursuant to an exemption contained within Section 4(2) of the
Securities Act of 1933, as amended.
No underwriter was used in the transaction. The Company has
made a commitment AmeriStar Mortgage, Inc.(AMI), that AMI will
operate autonomously of the Company and will be spun off some
time in the future, subject to the ability of the Company to do
so for the mutual benefit of AMI and the Company.
Year 2000 fix for the mortgage industry
The Company, on April 26, 1999, completed its acquisition of
100% of the issued and outstanding shares of CVS Technologies,
Inc., for 5,500,000 shares of company common stock. CVS was
incorporated in the state of Delaware on March 24, 1999. The
exchange of Company stock was effected pursuant to the
exemption for registration contained within Section 4(2) of the
Securities Act of 1933, as amended. No underwriter was used in
the transaction.
This acquisition provides the Company with the rights to CVS's
Y2K fix technology, formerly licensed to the Company for use
in the mortgage industry for mortgage industry servers. CVS has
developed a Server 98 compliant 4 digit real time clock,
designed exclusively for servers. Compaq, Dell, IBM and all
clone AT servers currently use non-Y2K compliant 2 digit RTC
clocks. Company customers will be able to download the CVS
"Real Time Clock Fix for Servers," from the Company web site or
E-mail, which will enable the customer to solve potential Year
2000 issues. CVS will operate as a company subsidiary, and
there are no committments to spin it off at any later date.
Patents
The Company holds no patents for its service-related software.
However, the Company's software is proprietary and is protected
by United States Copyright law.
Raw Materials and Principal Suppliers and Vendors
There are no raw materials used in the Company's services, and
no vendors of any components are required.
Competition
Today there are several mortgage Internet development sites, but
none of the companies offer Online Mortgage Services affordable
and realistic to rapidly and efficiently integrate into an
existing marketing and business plan, that improves the bottom
line. The concept of "point of sale" loan origination has been
promoted and supported by the real estate industry for several
years. The management of the Company believes that real estate
associates continue to play a critical role in helping their
clients obtain a home loan. New amendments to Regulation X,
implementing the Real Estate Settlement Procedures Act of 1974
("RESPA"), by the Department of Housing and Urban Development
became effective last year. These new regulations allow for the
payment for services rendered in the origination of a federally
regulated mortgage loan. The real estate sales associate will
play critical role on the Virtual LenderTM system. None of the
competition integrates all of the services into one package.
There are numerous computer loan origination systems available
on the market today. Most of the national franchised real
estate operations are considering or have entering into
relationships to provide in house lending. Almost all in-house
lending operations involve an arrangement between the mortgage
broker or mortgage banker and the real estate broker/owner.
Real estate sales associates are typically not compensated.
Company's concept of including real estate sales associates in
the income stream will give the Company an edge on the
competition. However, there can be no assurance that other
companies with greater financial resources and experience will
not identify the same opportunities the Company has decided to
concentrate on.
In the area of commercial lending, which is the business of
AmeriStar Mortgage, Inc., there are many companies with greater
financial resources offering the same services. The Company is
relying upon the collective experience of the management of AMI,
and the fact that AMI has already written several large
commercial loans.
With regard to Y2K Technology, there are several other products
offered on the market by companies with greater financial
resources than the Company. However, the management of the
Company believes that the flexibility of being able to download
the technology at a reasonable price will give CVS Technologies,
Inc. an edge on the competition. There can be no assurance,
however, that the competition will not be able to do the same.
Marketing
AmeriStar will market its AmeriTrac , online mortgage services,
loan origination and sourcing system direct to mortgage brokers
and to real estate brokers and their sales associates. The
Company will also market its services through real estate and
mortgage industry trade shows, direct mail, print media
advertising, and through the Internet.
The Company officially unveiled the AmeriTrac wholesale lender
network to the national lending community at the Net 99 national
Mortgage Conference held in Chicago in June, 1999.
Employees
The Company presently employs one employee, the President and
founder of the Company. AmeriStar Mortgage employs one
employee, David Tew, the President. CVS Technologies, Inc. has
one employee at this time, Mr. Michael Avery.
Item 2. Management's Discussion and Analysis of Plan of
Operations
Plan of Operations
The Company is engaged in the business of providing an Internet
Wholesale Lending Network, offering mortgage lending
professionals the capability to originate real estate loans
online, as well as to provide a lender directory and consumer
resource for online lenders and a national retail loan referral
network, which is currently under development. The Company has
financed its operations to date through the sale of its
securities. See Item 10 - "Recent Sales of Unregistered
Securities." The Company depends upon capital to be derived
from future financing activities such as subsequent offerings of
its stock. Due to the recent drop in market value of the
Company's common stock, which the Company attributes to being
placed on the NASD's eligibility lease for delisting, there can
be no assurance that the Company will be successful in raising
the capital it requires unless and until the Company's position
with regard to the quotation of its securities has been
resolved, and the market price of the Company's stock increases.
The Company's plan of operations over the next 12 months
includes the promotion to the wholesale mortgage lender
community of its AmeriTrac wholesale lender network. The
Company officially unveiled the system
to the national lending community at the Net 99 National
Mortgage Conference which was held in Chicago in June, 1999.
The Company completed its acquisition of 100% of the issued and
outstanding stock of AmeriStar Mortgage, Inc., a Delaware
Corporation, with whom it signed a definitive agreement on April
13, 1999, in exchange for 250,000 shares of company common
stock. Access Business Capital, as it was formerly known before
incorporation in March, 1999, is a nonbank mortgage loan
originator with emphasis in the commercial financing area, both
SBA guaranteed and conventional. It has closed two commercial
loans this year, representing approximately $2.4 million in
loaned funds, and currently has 11 loans in review, which
represent approximately $25 million in loaned funds. AMI will
operate as a wholly owned Company subsidiary.
The Company, on April 26, 1999, completed its acquisition of
100% of the issued and outstanding shares of CVS Technologies,
Inc., with whom it signed an agreement on April 12, 1999, for
5,500,000 shares of company common stock. This acquisition
provides the Company with the rights to CVS's Y2K fix
technology , formerly licensed to the Company for use in the
mortgage industry for mortgage industry servers. CVS has
developed a Server 98 compliant 4 digit real time clock,
designed exclusively for servers. Compaq, Dell, IBM and all
clone AT servers currently use non-Y2K compliant 2 digit RTC
clocks. Company customers will be able to download the CVS
"Real Time Clock Fix for Servers," from the Company web site or
E-mail, which will enable the customer to solve potential Year
2000 issues.
On May 13, 1999, the Company announced the completion of its
acquisition of 100% of the issued and outstanding shares of
Mortgage Internet Technologies, Inc., (MIT) in exchange for
$460,000 in cash and 600,000 shares of company common stock.
However, the company's announcement was premature, as the
acquisition was not to be consummated until MIT's shareholders
approve the acquisition, which was not to take place until the
company has satisfied all of its cash payment requirements
called for under the letter of intent of April 14, 1998. The
completion of the transaction was announced in May, 1999 by the
Board of Directors of both corporations, but was subject to the
company completing the cash delivery requirements of the
agreement and approval by Mortgage Internet Technologies'
shareholders. The Company was unable to meet the cash
requirements of the Letter of Intent and , as a result, the
agreement was canceled in its entirety by MIT. David R. Werner,
Director of the Company, resigned on June 29, 1999.
The Company has fully paid for and owns the technology and
rights to the Wholesale Lender Center located within the Virtual
Lender (MIT's proprietary product) and is proceeding to finish
its deployment. MIT has over 250 mortgage brokers on their
system all of which will have access to the Wholesale Lender
System. The Virtual Lender System has proven to be a widely
accepted tool for the mortgage professional. The Virtual Lender
(tm) will take the mortgage professional from no involvement in
the Internet to being completely capable of online loan
origination in less than 20 minutes, process that usually takes
30-60 days, and costs thousands of dollars.
The Company entered into negotiations to acquire all of the
assets and 49% of the issued and outstanding common stock of
Government Micro Resources, Inc. (GMR). GMR is engaged in the
business of providing information technologies to the public and
private sector, and a manufacturer of specialized main frame
computers. However, GMR and the Company mutually withdrew from
negotiations in June, 1999, due to the Company's inability to
raise the capital required.
The Company is negotiating with a North American
telecommunications company to provide the Company with $46.3
million in acquisition capital. There has been no agreements or
letters of intent signed, and the identity of the communications
company and the program is subject to a non disclosure
agreement.
The Company has announced that its business strategy is to spin
off certain acquired entities, but this strategy is subject to
the successful completion of negotiations to acquire the
acquisition capital, and there can be no assurance that said
negotiations will ever be completed. The Company has only
discussed the possibility of a spin off with AmeriStar Mortgage,
Inc., and there can be no assurance that such a spin off will
ever be completed without the additional influx of capital.
Patents
The Company holds no patents for its service-related software.
However, the Company's software is proprietary and is protected
by United States copyright law.
Forward Looking Statements
This registration statement contains forward-looking statements.
The Company's expectation of results and other forward-looking
statements contained in this registration statement involve a
number of risks and uncertainties. Among the factors that could
cause actual results to differ materially from those expected
are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing
efforts; and the pace and success of product research and
development. These and other factors may cause expectations to
differ.
Year 2000 Compliance
With respect to Year 2000 compliance, the Company has performed
an audit of all of its computer hardware, internal accounting
and software applications and found all to be Year 2000
compliant or capable. As of this date, the Company has been
given assurances from its banking institution and transfer
agent that they are working toward compliance or are in
compliance. The Company has completed an audit of its vendors
and suppliers to identify relevant Year 2000 issues, and has
found them all to be Year 2000 compliant.
The Company has recently acquired CVS Technologies, and had
previously entered into an agreement with CVS to provide the
Company with the exclusive license within the North American
Mortgage Industry, of CVS "Y2K fix" for mortgage industry
servers. CVS has developed a Server 98 compliant 4 digit real
time clock, designed exclusively for servers. Compaq, Dell, IBM
and all clone AT servers currently use non-Y2K compliant 2 digit
RTC clocks. Company customers will be able to download the CVS
"Real Time Clock Fix for Servers," from the Company web site or
E-mail, which will enable the customer to solve potential Year
2000 issues. See Item 2 - Management's Discussion and Analysis
and Plan of Operations.
Item 3. Description of Property
The Company leases professional offices from Mortgage Internet
Technologies, Inc. on a month-to-month basis. The Company has
the proprietary rights to its web site, www.ameristar.com, and
an exclusive license for utilization of the Virtual Lender (tm)
system for wholesale lending services to its customers. See
Item 2 - Management's Discussion and Analysis and Plan of
Operations.
Item 4. Securities Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock of the
Company as of the date of this disclosure(1), by (i) each person
who is known by the Company to be the beneficial owner of more
than five percent (5%) of the issued and outstanding shares of
common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and executive officers as a
group.
Name and Address Number of Shares
Percentage Owned
- ---------------- ---------------- ------------
- -
O. Russell Crandall
Family Trust(2) 3,325,000 31.56%
Bryan Richmond(3) 200,000 1.89%
Shirman Milliner(3) 225,000 2.13%
Mary C. Milliner(3) 300,000 3.84%
Bill Means(3) 225,000 2.13%
David R. Werner(4) 280,000 3.65%
Scott Stratton(5) 1,833,332 17.40%
James R. Herbert(5) 916,667 8.70%
Leslie Catsman Avery(5) 916,667 8.70%
David Tew(6) 250,000 2.37%
Tracy Gnagy(4) 916,667 8.70%
Michael Avery(8) 916,667 8.70%
Officers and Directors 8,158,333 77.43%
as a Group
(1) Table is based on current outstanding shares of 7,836,347,
as opposed to the 2,086,437 reported on the March 31, 1999 audited
financial statements.
(2) O. Russell Crandall, Jr. is the President and Director of
the Company. His current holdings are now 3,325,000 shares of
common stock.
(3) These individuals are former officers and directors of the
Company, who are no longer affiliated with the Company. Their
shares have not been included in Officers and Directors as a
Group.
(4) David R. Werner is a former director of the Company, and the
President and Chief Executive Officer of Mortgage Internet Technologies,
Inc. He intends to turn in his shares for cancellation. His shares
have not been included in Officers and Directors as a Group.
(5) These individuals received shares on April 16, 1999, as a
result of the acquisition of 100% of the outstanding stock of
CVS Technologies, Inc. by the Company.
(6) Mr. Tew is the Vice President and Director of the Company.
He is also the President and Director of AmeriStar Mortgage,
Inc. He received his shares in April, 1999.
(7) Ms. Gnagy is not an officer or director of the Company. She
is an officer and director of CVS Technologies, Inc., the
Company's wholly owned subsidiary. She received her shares in
April, 1999. Her shares have been included in Officers and
Directors as a Group.
(8) Mr. Avery is the husband of Director Leslie Avery, and his
shares have been included with the total shares issued to
officers and directors. He received his shares in April, 1999.
His shares have been included in Officers and Directors as a
Group.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The Executive Officers of the Company, and their ages, are as follows:
Name Age
Position ---
O. Russell Crandall 54
President, Director, CFO
Scott Stratton 33
Vice President, Director
James R. Herbert 59
Vice President, Director
Leslie Catsman Avery 57
Secretary, Director
David Tew 33
Vice President, Director
AmeriStar Mortgage, Inc.
Tracy Gnagy 43
Treasurer, Director of
CVS Technologies
Charles W. Marsh, III 33
Vice President, Director
AmeriStar Mortgage, Inc.
O. Russell Crandall, Jr. Mr. Crandall is the founder of
AmeriStar Network, Inc.,and current President, CEO, Chief
Financial Officer, and Director of the Company. From August of
1994 to June of 1996, Mr. Crandall was the Executive Vice
President and Secretary/Treasurer of CompuLoan Financial
Services Group, a Salt Lake City mortgage broker and computer
loan origination company, and was responsible for development of
the software system and organization and management. He
developed participating mortgage lender lists in excess of 65
lenders, and was responsible for RESPA compliance. During his
tenure, he managed a staff of over 30 employees in loan
processing, loan origination and loan closing. From June of
1992 to May of 1993, Mr. Crandall was a loan specialist with
Commonwealth United Mortgage, Interwest Mortgage Services. From
April of 1988 to June of 1992, Mr. Crandall provided sales and
consulting services in the real estate development and sales
industries. He attended Boise State College from 1964 through
1967 and holds a Real Estate Certification with the State of
Utah.
Scott J. Stratton. Mr. Stratton is the Vice President and
Director of the Company, since April, 1999. He is also the Vice
President and Director of CVS Technologies, Inc., the Company's
wholly owned subsidiary. Since November, 1998, he has been the
owner of LAN Assurance, and an independent computer consultant,
performing Y2K audits and inventory analysis for various
clients. In 1992, he purchased Kortek Industries, and became a
Microsoft Solutions Provider, Compaq, Hewlett Packard, and SMC
Authorized repair center. From August, 1990 through October,
1991, he was employed by Vetco Gray as a mechanical and
technical illustrator, and a contract mechanical draftsman.
From November, 1985 through August, 1990, he was employed Sure
Line Design, a desktop publishing company he established, as a
CAD Department Coordinator and Designer of mechanical,
architectural, and structural drawings in Autocad. From
September, 1984 through December, 1985, he was employed by
Cameron Iron Works, Inc. as a technical illustrator and
draftsman. He holds a B.S. in Computer Engineering and Business
from Notre Dame University, and an MIS in Computer Science.
James R. Herbert. Mr. Herbert is a Vice President and Director
of the Company, since April, 1999. He is also the Vice
President and Director of CVS Technologies, Inc., the Company's
wholly owned subsidiary. Since 1993, he has been involved in
real estate development, finance and consulting. Since 1993, he
has also been consultant to STS Power Pedal and World Power
Bike, Inc., which holds the exclusive world rights to a new
scientific crank system for pedaling bicycles. From 1987
through 1983 he was Director of Sedona Industries, Ltd., a
Canadian public company listed on the Toronto Stock Exchange,
which held the exclusive rights to "The Fry Machine" and "Future
Fries," a French fry vending machine system. From 1987 through
1993 he also acted as a financial consultant to individual
clients in California, Arizona and Texas, and he held the
exclusive rights to a leveraged and hedged U.S. government bond
program and was active in this program with Global Funding
Group. From 1980 through 1987 he was involved in real estate
development projects, including being 50% owner of Cahava
Developments, Inc., which prepared development of 947 acres in
Cave Creek, Arizona, which was sold and became an Arnold Palmer
Signature Golf Course. He also developed a 1500 acre parcel in
West Austin hill country in conjunction with the Herman Bennett
Company. In 1981 he acquired 40 acres as part of a joint
venture on a 960 acre housing tract in West Fort Worth, Texas.
From 1979 through 1980, he was involved in real estate
development, and acquired, zoned and developed 2,000 land acres
near Midland Texas, and held a 1/3 interest in a 640 acre
development of Green Tree Golf and Country Club in Midland,
Texas. From 1973 through 1979, he was engaged in real estate
development, and formed and operated Venture Mortgage
Corporation in Vancouver, B.C., and Edmonton, Alberta, Canada,
providing loan origination and servicing for several lenders,
including Eastern Canada Pension Funds and The Dominion Life
Assurance Company. He holds an AACI degree from the Appraisal
Institute of Canada, through the University of British Columbia,
1963.
Leslie Catsman Avery. Ms. Avery is Secretary and Director of
the Company since April, 1999. She is also Secretary and
Director of CVS Technologies, Inc., the Company's wholly owned
subsidiary. Since 1978, she also serves as Vice President and
Co-founder of Creative Allies, a consulting firm, dedicated to
creating alignment within corporations and organizations which
are experiencing the challenges of rapid growth or down-sizing,
or are in need of dispute resolution. From 1977 through 1980
she was co-owner and manager of a Country Western Steakhouse and
Discotheque. From 1967 through 1977 she was employed by Pan
American World Airways as purser, and was employed by Pan
American as Flight Attendant from 1966 through 1967. She holds
a B.A. in Political Science and Philosophy from Trinity College,
Washington, D.C., 1966.
David W. Tew. Mr. Tew is the Vice President and Director of the
Company since May, 1999. He is also the President and Director
of AmeriStar Mortgage, Inc., a Company subsidiary. Since 1997
he has been engaged in commercial mortgage banking and asset
finance group in Columbia, South Carolina, doing business as
Access Business Capital. From 1991 through 1996, he operated a
consulting practice which specialized in small business finance,
mergers and acquisitions, divestitures, and human resource
management. From 1989 through 1991, he was President of
Carolina Music and Video. From 1986 through 1988 he was Owner
Operator of Designing Edge Marketing and Programs, wherein he
devised advertising programs and performed satisfaction surveys
for companies. He has been a Certified Professional Management
Consultant since January, 1996, and a Certified Professional
Consultant since February, 1996.
Tracy Gnagy. Ms. Gnagy is the Treasurer and Director of CVS
Technologies, Inc., a wholly owned company subsidiary. Since
December, 1990, she has also been President and Director of
S.C.R.E. Development Corporation, performing accounting
functions for this real estate holdings company. Since March,
1981 she has also been engaged as the Accountant and Chief
Administrator for Mather Oil and Gas, Inc., Mather Corporation,
Venture Properties, Venture Holdings, Inc., Texacan Investments,
Inc., Bermon Management, Inc. and Cahava Development, Inc..
From June, 1979 through March, 1981 she was employed as
accountant for Block Bros. Realty, Vancouver, B.C. From June
1975 through June, 1979, she was employed by Placer Development
Corporation, performing accounting functions. She holds a
degree in Accounting from the British Columbia Institute of
Technology.
Charles W. Marsh III. Mr. Marsh is a Vice President and
Director of AmeriStar Mortgage, Inc. Since 1997 he has been
engaged in commercial mortgage banking and asset finance group
in Columbia, South Carolina, doing business as Access Business
Capital. From 1995 through 1997, he was employed as Principal
Consultant and Senior Vice President of Spectrum Consulting in
Fayetteville, North Carolina. From 1988 through 1995, he was
employed by the United States Army, Special Warfare Command, as
Operations Manager. He has training from Liberty University in
Lynchburg, Virginia, Fayetteville Community College and undertook
the Special Forces Operations and Intelligence Course at Fort
Bragg, North Carolina.
Item 6. Executive Compensation
The following table sets forth the cash and non-cash
compensation paid by the Company to its Chief Executive Officer
and all other executive officers for services rendered up to the
period ended March 31, 1999. No salaries are being paid at the
present time, except to the Company president, O. Russell
Crandall. The salaries of executive officers will accrue and be
owed by the Company, unless there is available cash flow from
operations to pay salaries. There were no grants of options or
SAR grants given to any executive officers during the last
fiscal year.
Annual Compensation
- -------------------
Name and Position Salary Bonus Annual Deferred
Salary
O.Russell Crandall, Jr. $24,000 0- -0-
Item 7. Certain Relationships and Related Transactions
On April 16, 1999, the Company issued 5,500,000 restricted
common shares of company stock to five individuals, in exchange
for 100% of the outstanding shares of CVS Technologies, Inc.
Owned by these individuals, in reliance upon Section 4(2) of the
Securities Act of 1933. Scott Stratton, the Vice President and
Director of the Company, and Vice President and Director of CVS,
received 1,833,332 of these 5,500,000 shares. James R. Herbert,
the Vice President and Director of the Company and Vice
President and Director of CVS, received 916,667 of these shares.
Leslie Avery, the Secretary and Director of the Company, and the
Secretary and Director of CVS, received 916,667 of these shares,
and her husband, Michael Avery, received 916,667 shares. Tracy
Gnagy, the Treasurer and Director of CVS, received 916,667
shares. (See Item 4- Securities Ownership of Certain Beneficial
Owners and Management.)
On April 25, 1999, the Company issued 250,000 of company
restricted common stock to David Tew, the Director of the
Company and President and Director of AmeriStar Mortgage, Inc.,
in exchange for 100% of the outstanding stock of AmeriStar
Network, Inc., owned by Mr. Tew, in reliance upon an exemption
from registration contained within Section 4(2)of the Securities
Act of 1933, as amended.
On March 9, 1998, the Company authorized 280,000 shares of
restricted common stock to David Werner, which were subsequently
issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended, in conjunction with the Company's intended
acquisition of Mortgage Internet Technologies, Inc. (MIT). The
acquisition negotiations have been cancelled by MIT, and Mr.
Warner has agreed to return his shares for cancellation.
On March 9, 1998, the Company authorized the issuance of
2,700,000 restricted common shares to O. Russell Crandall, in
consideration of past and future services. The shares were
subsequently issued pursuant to Section 4(2) of the Securities
Act of 1933.
There have been no other transactions since the beginning of
fiscal year 1998, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $60,000, and
in which any of the officers, or directors, or holders of over
5% of the Company's stock have or will have any direct or
indirect material interest. The Company does not currently have
any policy toward entering into any future transactions with
related parties.
Item 8. Legal Proceedings
There are no pending legal proceedings to which the Company is a
party or to which the property interests of the Company are
subject.
Item 9. Market Price of and Dividends on the Registrant's
Common
Equity and Other Shareholder Matters
The Company's Common Stock has been listed on the OTC Bulletin
Board under the symbol "AMWK" since December, 1998. During the
past thirty days, the NASD has added an E to the symbol,
making it AMWKE, indicating that it had been placed on the
eligibility list of the NASD Bulletin Board for delisting
effective August 2, 1999, if the Company is unable to resolve
comments from the Securities and Exchange Commission to its
registration statement by July 30, 1999. There can be no
assurance that the Company will remain quoted on the NASD OTC
Bulletin Board. The current market price of the Company's common
stock is 3/4 per share. From inception of trading through
December 31, 1998, the high and low last sale prices were $2.25
per share and $.875 per share, respectively. The Company
considers its Common stock to be thinly traded and that any
reported bid or sale prices may not be a true market-based
valuation of the Common Stock. As of December 31, 1998, there
were 84 record holders of the Company's Common Stock. As of
March 31, 1999, there were 71 shareholders of record of the
Company's common stock. The Company has not paid any cash
dividends since its inception and does not contemplate paying
dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of the
Company's business.
The following table sets forth the range of high and low bid
information for each full quarterly period of the last fiscal
year:
Period Reported Average High Bid Average Low Bid
Quarter ended December 31, 1998 2 1
Quarter ended March 31, 1999 3 1
Item 10. Recent Sales of Unregistered Securities
From October 18, 1996 through December 11, 1996, the Company
issued 1,175,000 shares of restricted common stock for
organization costs, and 50,000 shares of restricted common stock
for cash, pursuant to the exemption from registration contained
within Section 4(2) of the Securities Act of 1933, as amended.
This issue included 350,000 shares issued to The O. Russell
Crandall Jr. Family Trust on November 12, 1996, in exchange for
computer software systems and intellectual property assigned to
the Company by O. Russell Crandall, its president (See Note 3 to
financial statements.) On December 11, 1996, the Company issued
50,000 shares of its restricted common stock for cash, pursuant
to Section 4(2) of the Securities Act of 1933, as amended.
On March 26, 1997, the Company issued 95,000 shares of
restricted common stock to its attorney for professional
services, pursuant to Section 4(2) of the Securities Act of
1933, as amended. On March 26, 1997, the Company issued 330,000
shares of its restricted common stock for cash, pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
Commencing June 1, 1997, the Company sold unregistered
securities in a Regulation D, Rule 504 exempt offering. The
offering was extended to and closed on March 26, 1999, and resulted
in the sale of 86,347 shares of Company common stock to 52 investors,
with gross offering proceeds of $88,713, and services valued at
$25,000. The offering offered 100,000 Units of the Company's
common stock, consisting of one share of company common stock
and four stock purchase warrants at a price of $2.00 per Unit.
The warrants entitled holders thereof to purchase one share of
company stock per warrant, at a price of $2.00 per share. The
original expiration date of the purchase warrants was July 21,
1998, which was extended for additional 90 day period through
October, 1998. No purchase warrants were exercised.
On April 16, 1999, the Company issued 5,500,000 restricted
common shares of company stock to five individuals, in exchange
for 100% of the outstanding shares of CVS Technologies, Inc., in
reliance upon Section 4(2) of the Securities Act of 1933. Three
of these individuals became Company officers and Directors (See
Item 4- Securities Ownership of Certain Beneficial Owners and
Management.)
On April 25, 1999, the Company issued 250,000 of company
restricted common stock to David Tew, in exchange for 100% of
the outstanding stock of AmeriStar Network, Inc., in reliance
upon an exemption from registration contained within Section
4(2)of the Securities Act of 1933, as amended.
On March 9, 1998, the Company authorized 280,000 shares of
restricted common stock to David Werner, which were subsequently
issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended, in conjunction with the Company's intended
acquisition of Mortgage Internet Technologies, Inc. (MIT). The
acquisition negotiations have been cancelled by MIT, and Mr.
Warner has agreed to return his shares for cancellation.
On March 9, 1998, the Company authorized the issuance of
2,700,000 restricted common shares to O. Russell Crandall, in
consideration of past and future services. The shares were
subsequently issued pursuant to Section 4(2) of the Securities
Act of 1933.
Item 11. Description of Securities
Common Stock
The Company is authorized to issue 90,000,000 Shares, all of
which are Common Stock at a par value of $.001. The presently
outstanding shares of Common Stock are fully paid and non-
assessable. There are currently outstanding 2,018,886 Shares of
Common Stock. Holders of shares of Common Stock are entitled to
one vote per share on all matters submitted to a vote of the
shareholders. Shares of Common Stock do not have cumulative
voting rights, which means that the holders of the majority of
the shareholder votes eligible to vote and voting for the
election of the Board of Directors can elect all members of the
Board of Directors. Holders of shares of Common Stock are
entitled to one vote per share on all matters to be voted upon
by the stockholders generally. The approval of proposals
submitted to stockholders at a meeting other than for the
election of directors requires the favorable vote of a majority
of the shares voting, except in the case of certain fundamental
matters (such as certain amendments to the Certificate of
Incorporation, and certain mergers and reorganizations), in
which cases Nevada law and the Company's Bylaws require the
favorable vote of at least a majority of all outstanding shares.
Stockholders are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of
funds legally available therefor, and in the event of
liquidation, dissolution or winding up of the Company to share
ratably in all assets remaining after payment of liabilities.
The holders of shares of Common Stock have no preemptive,
conversion, subscription or cumulative voting rights.
Under current Delaware law, a shareholder is afforded
dissenters' rights which, if properly exercised, may require
the Company to purchase his or her shares. Dissenters' rights
commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales,
liquidating distributions, and certain amendments to the
Company's certificate of incorporation.
Item 12. Indemnification of Directors and Officers
Delaware Statutes
Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers,
directors, employees and agents under certain circumstances as
follows:
(a) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative(other
than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contender or its equivalent, shall not, of itself,
create a presumption on that the person did not act in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys'
fees)actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of
this section(unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a
majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or
(3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if
its separate existence had continued.
(I) For purposes of this section, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with
exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
Certificate of Incorporation
The Company's Certificate of Incorporation provides that the
Company shall indemnify any and all persons who may serve or who
have served at any time as directors or officers who, at the
request of the Board of Directors of the Company may serve, or
at any time have served as directors or officers of another
corporation in which the Company at such time owned or may own
shares of stock, or which it was or may be a creditor, and
their respective heirs, administrators, successors and assigns,
against any and all expenses, including amounts paid upon
judgment, counsel fees, and amounts paid in settlement (before
or after suit is commenced), actually or necessarily by such person
in connection with the defense or settlement of any claim,
action, suit, or proceeding in which they, or any of them, by
reason of being or having been directors or officers of the
Company, or such other corporation, except in relation to
matters as to which any such director or officer of the Company,
or such other corporation, or former director or officer shall
be adjudged in any action, suit or proceeding to be liable for
his own negligence or misconduct in the performance of his
duties. The Company's Bylaws also contain a provision for the
indemnification of the Company's directors (see "Indemnification
of Directors and Officers - Bylaws" in Exhibit 3.3).
Item 13. Financial Statements
Report of Independent Certified Public Accountant April 28, 1999
Financial Statements
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
AMERISTAR NETWORK, INC.
I have audited the accompanying balance sheets of AMERISTAR
NETWORK, INC. (A Development Stage Company) as of December 31,
1998, and the related statements of operation, stockholders'
equity, and cash flows for year then ended. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
The financial statements of AMERISTAR NETWORK, INC. (A
Development Stage Company) as at December 31, 1997 and 1996 were
audited by other auditor whose report dated July 6, 1998,
expressed an unqualified opinion on those statements.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared
assuming the Company will continue as going concern. As
discussed in Note 4 to the financial statements, the Company has
an accumulated at December 31, 1998. These factors raise
substantial doubt about the Company's ability to continue as
going concern. Management's plan in regard to these matters is
also discussed in Note 4. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of AMERISTAR NETWORK, INC. (A Development Stage Company) at
December 31, 1998, and the results of operations and cash flows
for the year then ended, in conformity with generally accepted
accounting principles.
Oxnard, California
/s/ Roger G. Castro
April 28, 1999
AmeriStar Network, Inc.
(A Development Stage Company)
Balance Sheet As of December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998
1997
1996
<S>
<C>
<C>
<C>
ASSETS
Current Assets
Cash in Banks
$ 332
$ 4
$
9,677
Note Receivable
2,265
-
Total Current Assets 2,597
4
9,677
Property & Equipment:
Furniture & Equipment 2,523
2,523
-
Less:
Accumulated Depreciation
(895)
(418)
Total Fixed Assets 1,628
2,105
Other Assets:
Software distribution
rights
144,854
301
346
Organization costs
636
871
1,106
Total Other Assets 145,490
3,281 11,129
TOTAL ASSETS $
149,715
3,281
11,292
Liabilities &
Stockholders' Equity
Current Liabilities:
Accounts payable $
3,680
922
254
Accrued interest payable
417
470
148
Accrued Salaries
15,000
-
-
Short term notes payable 10,000
11,550
5,000
Contract payable
140,000
-
-
Total Current Liabilities 169,097
12,942
5,402
Stockholders' Equity:
Common stocks, $.001 par
value Authorized shares
- - 90,000,000 Issued and
outstanding shares
2,018,866 shares,
2,006,500 shares
and 1,575,000 shares,
respectively
2,019
2,006
1,575
Paid in capital
42,663
17,944
4,950
Deficit accumulated
during development stage ( 64,064)
(
29,611)
( 798)
Total Stockholders' Equity 19,382
3,281
5,727
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $
149,715
$ 3,281
$ 11,129
See Notes to Consolidated Financial Statements
</TABLE>
AmeriStar Network, Inc.
(A Development Stage Company)
Statement of Operations
As of December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
December 31, December 31
December 31
1998
1997
1996
<S>
<C>
<C>
<C>
Sales:
$ -
$ -
$ -
Operating Expenses:
Amortization
5,507
280
73
Professional fees
3,880
10,887
-0-
Interest expense
1,071
1,804
148
Telephone
1,834
944 -0-
Depreciation
693
418 -0-
Salaries & wages
15,000
-0-
-0-
General and
administrative expenses
3,936
8,283 432
Travel
2,547
6,197 145
</TABLE>
AmeriStar Network, Inc.
(A Development Stage Company)
Statement of Operations
As of December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
December 31,
December 31
December
31
1998
1997
1996
<S>
<C>
<C>
<C>
Total Expenses
$ 34,468
$ 28,813
$ 798
Net loss
$( 34,468)
$(
28,813)
( 798)
Other Income
Interest income
15
15
-
Total Other
income (Expenses)
15
15
-
Net loss
(64,064)
(
28,813)
( 798)
Earnings(loss)per share $(
0.02)
( 0.02)
( 0.00)
</TABLE>
AmeriStar Network, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
As of December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Deficit
Number
Accumulated
of
Common
Additional
During the
Shares
Stock
Paid-In-
Development
Outstanding
at par value Capital
Stage
<S>
<C>
<C>
<C>
<C>
Balance at September 23, 1996
$ -
$ -
$ -
$ -
(inception)
Net loss for the period ended
December 31, 1998
( 798)
Stocks issued for organization
costs at $.001 per share
1,175,000
1,175 -
-
Stocks issued for
cash at $.10 per share
50,000
50
4,950
-
Stocks issued for
marketing rights at
350,000 350
-
-
Balance at December 31, 1996
1,575,000
1,575 4,950
(798)
Net loss for the
period ended December 31, 1997
(28,813)
Stocks issued for professional
fees at $.001 per share
95,000
95
-
-
Shares issued for cash at
$.001 per share
330,000
330
-
-
Shares issued for cash at
$2.00 per share
6,500
6 12,994
-
Balance at December 31, 1997
2,006,500
2,006 17,994
(29,611)
Net Loss for the period ended
December 31, 1998
( 34,453)
Stocks issued for cash
at $2.00 per share
6,550 7
13,093
-
Stocks issued for debt satisfaction
at $2.00 per share
5,816 6
11, 626
-
Balance at December 31, 1998
2,018,866
2,019 42,663
(64,064)
See Notes to Financial Statements
</TABLE>
[CAPTION]
AmeriStar Network, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period September 23, 1996 (inception)
to December 31, 1998
<TABLE>
<CAPTION>
Number
Accumulated
of
Common
Additional
During the
Shares
Stock
Paid-In-
Development
Outstanding
at par value Capital
Stage
<S>
<C>
<C>
<C>
<C>
Balance at September 23, 1996
$ -
$ -
$ -
$ -
Net Loss for Period Ended
December 31, 1996
$ ( 798)
Stocks issued for Organization costs
at .001 per share
1,175,000
1,175
Stocks issued for cash at
$.10 Per Share
50,000
50
4,950
Stocks issued for
Marketing Rights at
350,000
350
Balance at December 31, 1996
1,575,000
1,575
4,950 ( 798)
Net Loss for the Period ended
December 31, 1997
( 28,813)
Shares Issued for Professional
fees at $.001 per share
95,000
95
Shares Issued for cash
at $.001 per share
330,000
330
Shares Issued for cash
at $2.00 per share
6,500
6
12,994
Balance at December 31, 1997
2,006,500
2,006
17,944 ( 29,611)
Net Loss for the Period ended
December 31, 1998
(34,453)
Stocks Issued for Cash
at $2.00 per share
6,550
7
13,093
Stocks Issued for Debt satisfaction
at $2.00 per share
5,816
6
11,626
Balance at December 31, 1998
2,018,886
2,019
42,663 (64,064)
</table
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. BUSINESS ACTIVITY
The Company was incorporated under the laws of the state of
Delaware on September 23, 1996 using the name AMERISTAR NETWORK, INC. The
purpose for which the Corporation is organized is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware including, without limitation, to
engage directly or through a subsidiary or subsidiaries in the business of
acquiring, operate and or managing mortgage brokerage business and to ]
develop, research, design, produce, buy, sell, license or otherwise deal
in mortgage technology or related devises which are necessary, useful and
desirable in connection with said business.
The Company has been in the development stage since its formation on
September 23, 1996. Planned principal operations have not commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual method of accounting. Revenues and
directly related expenses are recognized in the period when the
goods are shipped to the customers.
The Company considers all short term, highly liquid investments
that are readily convertible, within three months, to known
amounts as cash equivalents. The Company currently has no cash
equivalents.
Primary Earnings Per Share amounts are based on the weighted
average number of shares outstanding at the dates of the
financial statements. Fully Diluted Earnings Per Shares shall be
shown on stock options and other convertible issues that may be
exercised within ten years of the financial statement dates.
Depreciation; The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The
cost of leasehold improvements is depreciated (amortized) over
the lesser of the length of the related assets or the estimated
lives of the assets. Depreciation is computed on the straight-
line method for reporting purposes and for tax purposes.
Estimates; The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
NOTE 3. MARKETING RIGHTS
On November 12, 1996, the Company issued 350,000 shares of its
common stock to acquire a Computer Software Systems and
Intellectual Property relating to loan origination and
processing systems. The Company valued the Software License,
Sale and Distribution Agreement at the par value ($350) of the
shares issued. The territory covered by the license is described
by the agreement as follows "All affiliated mortgage brokers of
the purchaser, real estate sale officers, agents, brokers, and
infinity groups, in the U.S.A." The initial term of the
agreement is a period of ten years from November 12, 1996.
NOTE 4. GOING CONCERN
The Company has nominal assets and no current operations with
which to create operating capital. The Company seeks to raise
operating capital with which to seek business opportunities to
utilize the technology it has acquired.
NOTE 5. PROPERTY AND EQUIPMENT
The Company capitalizes the purchased and fixtures for major
purchases in excess of $300 per item. Capitalized amounts are
depreciated over the useful life of the assets using the
straight-line method of depreciation. The following is a summary
of property and equipment at cost, less accumulated
depreciation:
1998
1997 1996
Furniture and equipment $ 2,523
$ 2,523 $ -0-
Less accumulated depreciation ( 895)
( 418) ( -0-)
Total $ 1,628
$ 2,105 $ -0-
NOTE 6. INCOME TAXES
The Company has adopted the provisions of SFAS No. 109
"Accounting for Income Taxes". SFAS 109 requires recognition
of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the
financial statements or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the
differences between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.
The Company has incurred losses that can be carried forward to
offset future earnings if conditions of the Internal Revenue
Codes are met. These losses are as follows:
Year of Loss Amount
Expiration Date
2011 1996 $ 798
2012 1997 28,813
2013 1998 34,453
NOTE 7.
The Company has five short-term notes payable to four
individuals and a trust. Note #1 , is not expected to have a
material impact on the Company's financial statements. AMERISTAR
NETWORK, INC. (A Development Stage Company) Notes to Financial
Statements
NOTE 10. SOFTWARE LICENSING PURCHASE AGREEMENT
On June 6, 1998, the Company entered into an Agreement with
Mortgage Internet Technologies, (MIT), a New Mexico
Corporation, to purchase through an exclusive license agreement
the Wholesale Network Center portion of the Virtual Lender
Software System and Intellectual Property. The agreement grants
the Company perpetual usage of the license and technology for
the United States of America, Mexico and Canada. The Agreement
provides the Company with a ninety-day period from the contract
date to pay the entire purchase price of $150,000 and an
addendum dated July 23, 1998, extended the time for payment by
one hundred eighty days from the date of the addendum.
In the event the Company sells or licenses the Virtual Lender
Wholesale Network Center, MIT will receive a one time license and realty
fee of %5 of the purchase price or overall license fee.
NOTE 11. PRIVATE OFFERING OF COMMON STOCK
The Company offers for sale to residents of the States of New
York, Florida, Oklahoma, and the District of Columbia, to
"accredited investors" in the State of Colorado, and outside the
United States to Non-US Residents, up to 100,000 Units ("the
Units"), at $2.00 per Unit. Each Unit consists of one share of
Common Stock ($.001 Par Value), and four Stock Purchase
Warrants. Each Warrant entitles the holder thereof to purchase
one share of Common Stock of the Company at a purchase price of
$2.00. The original expiration date of the warrants was July
21, 1998, the Board of Directors extended the expiration date
ninety days from the original expiration date and provided for
an additional extension of ninety days if needed. The Company
has the right to call in the Warrants on fifteen days notice, if
not exercised by the holder prior to the expiration of the
fifteenth day's notice, if not exercised by the Holder prior to
the expiration of the fifteen day's notice period, should the
Company's Common Stock trade at or above a $2.75 reported
closing bid or trade price for not less than ten consecutive
trading days. The Offering is made in reliance upon an
exemption from registration under the federal and state
securities laws pursuant to the Regulation D, Rule 504, of the
Securities and Exchange Commission, and is made outside of the
United States in reliance upon an exemption from registration
under Regulation S of the Securities and Exchange Commission.
Item 13 Financial Statements.
Report of Independent Certified Public Accountant June 18, 1999
Financial Statements
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
Roger G. Castro
Certified Public Accountant
463 West Fifth Street
Oxnard, California 93030
(805) 486-5630
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors AMERISTAR NETWORK, INC.
I have audited the accompanying balance sheets of AMERISTAR
NETWORK, INC.(A Development Stage Company) as of March 31, 1999
and December 31, 1998, and the related statements of operation,
stockholders' equity, and cash flows for the three months then
ended and for year then ended. These financial statements are
the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
The financial statements of AMERISTAR NETWORK, INC., (A
Development Stage Company) as of December 31, 1997 and 1996 were
audited by another auditor whose report dated July 6, 1998,
expressed an unqualified opinion on those statements.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that
my audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 4 to the financial statements, the Company has
an accumulated at December 31, 1998. These factors raise
substantial doubt a out the Company's ability to continue as a
going concern. Management's plan in regard to these matters is
also discussed in Note 4. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of AMERISTAR NETWORK, INC. (A Development Stage Company) at
December 31, 1998, and the results of operations and cash flows
for the year then ended, in conformity with generally accepted
accounting principles.
/s/ Roger Castro, CPA
Oxnard, California
June 18, 1999
AMERISTAR NETWORK, INC.
(A Development Stage Company)
</TABLE>
<TABLE>
<CAPTION>
Balance Sheets As of March 31, 1999 and December 31, 1998, 1997
March 31, December 31,
December31,
1999
1998 1997
<S>
<C>
<C>
<C>
ASSETS
Current Assets:
Cash in banks
$ 6,771
$ 332
$ 4
Note receivable
-
2,265 -
Total Current Assets
6,771
2,597 4
Property & Equipment:
Furniture and equipment
$
2,523
2,523 2,523
Less: accumulated depreciation
( 1,015)
( 895)
( 418)
Total Fixed Assets
1,508
1,628 2,105
Other Assets:
Software distribution rights
240,666
144,854
301
Organization costs
579
636
871
Total Other Assets
241,245
145,490
1,172
TOTAL ASSETS
$ 249,524
$ 149,715 $
3,281
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
$ 16,685 $
3,680 $ 922
Accrued interest payable
739
417
470
Accrued salaries
9,000
15,000
-
Short term notes payable
10,000
10,000
11,550
Contract payable
195,000
140,000 -
Total Current Liabilities
231,424
169,097
12,942
Stockholders' Equity:
Common stocks $.001 par value
Authorized shares - 90,000,000
Issued and outstanding
shares - 2,086,347
2,018,866 shares
and 2,006,500 shares, respectively
2,084
2,019
2,006
Paid in capital
120,098
42,663
17,944
Deficit accumulated
during the development stage (
104,082) ( 64,064)
( 29,611)
Total Stockholder Equity
18,100 ( 19,382)
( 9,661)
TOTAL LIABILITIES AND STOCKHOLDER EQUITY $ 249,524
$ 149,715 $
3,281
</TABLE>
Statement of Loss and Accumulated Deficit for the three months
ended March 31, 1999 and for the years ended December 31, 1998,
1997 and 1996
<TABLE>
Cumulative
During
Development March 31,
December 31,
December 31, December31
Stage
1999 1998
1997
1996
<S> <C>
<C>
<C>
<C>
<C>
Income $ - $ -
$ -
$ - $
-
EXPENSES
Amortization 10,105
4,245 5,507
280 73
Professional
Fees 34,853
20,086
3,880
10,877 -0-
Interest
Expense 3,345
322 1,071
1,804 148
Telephone 3,276
498 1,834
944
-0-
Depreciation 1,231
120 693
418 -0-
Salaries/Wages 24,000
9,000 15,000
- -0-
General and
Administrative
Expenses 16,556
3,915 3,936
8,283 432
Travel 10,728
1,839 2,547
6,197 145
Total
Expenses 104,104
40,025 34,468
28,813
798
Net Loss
Before Other
Income (104,104)
(40,025) (34,468)
(28,813)
( 798)
OTHER INCOME
Interest Income 22
7 15
22
7
NET LOSS (104,082)
(40,018) ( 34,453)
(28,813)
( 789)
Net Loss
Per Share $ ( 0.02) (
0.02) ( 0.01)
(
0.00)
</TABLE>
STATEMENT OF CASH FLOWS FOR PERIOD
SEPTEMBER 6, 1996 (INCEPTION) TO MARCH 31, 1999
<TABLE>
Cumulative
During
Development March 31,
December 31,
December 31, December 31
Stage 1999
1998
1997
1996
<S> <C>
<C>
<C>
<C>
<C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
NET LOSS ( 104,082)
( 40,018)
(34,453)
(28,813) (798)
ADJUSTMENTS TO
RECONCILE NET
LOSS TO NET CASH
USED BY OPERATING
ACTIVITIES:
DEPRECIATION
& AMORTIZATION 11,336
4,365 6,200
698 73
SERVICES FOR
STOCK IN LIEU
OF CASH 25,095
25,000
95
(INCREASE)
DECREASE IN
ACCRUED EXPENSES 9,739 (5,637)
14,906
322
148
( 41)
( 41) -
(41,268)
( 1,061)
( 12,854) (27,030)
(323)
CASH FLOWS FROM
INVESTING ACTIVITIES:
ACQUISITION OF
PROPERTY AND
EQUIPMENT ( 2,523)
(2,523)
ACQUISITION OF
SOFTWARE (250,000)
( 100,000)
(150,000)
(152,523) (100,000)
(150,000)
(2,523)
CASH FLOWS
FROM FINANCING
ACTIVITIES
INCREASE
(DECREASE)
IN SHORT-TERM
NOTES PAYABLE 10,000
-
(1,550)
6,660 5,000
INCREASE IN
CONTRACT
PAYABLE 250,000
100,000
150,000
(55,000) (45,000)
(10,000)
95,562
52,500
24,732
13,330
5,000
NET CASH
PROVIDED BY
FINANCING
ACTIVITIES 300,562
107,500
163,182
19,880 10,000
INCREASE
(DECREASE)
IN CASH 6,771
6,439
328 (9,673)
9,677
BEGINNING CASH -
332
4
9,677
-
ENDING CASH 6,771
6,771 332
4 9,677
DISCLOSURE FROM
OPERATING
ACTIVITIES
INTEREST EXPENSE 3,023
1,071 1,804
148
NON-CASH
DISCLOSURE
1,075,000 shares
issued for
incorporation
expenses. 1,175
1,175
350,000 issued
for distribution
rights 350
350
95,000 shares
issued for expenses 95
95
14,981 shares
issued for
services 25,000
25,000
</TABLE>
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD SEPTEMBER 23,
1996 (INCEPTION) TO MARCH 31, 1999
<TABLE>
Deficit
Number
Accumulated
of
Common
Additional
During the
Shares
Stock
Paid-In-
Development
Outstanding
at par value Capital
Stage
<S>
<C>
<C>
<C>
<C>
Balance at
September 23, 1996 (inception) $ - $ -
$ - $ -
NET LOSS FOR PERIOD ENDED
DECEMBER 31, 1996
( 798)
STOCKS ISSUED FOR ORGANIZATIONAL
COSTS AT $.001 PER SHARE
1,175,000
1,175
STOCKS ISSUED FOR CASH
AT $.10 PER SHARE
50,000
50
4,950
STOCKS ISSUED FOR MARKETING
RIGHTS AT
350,000
350
BALANCE AT DECEMBER 31, 1996 1,575,000
1,575
4,950
(798)
NET LOSS FOR PERIOD ENDED
DECEMBER 31, 1997
(28,813)
SHARES ISSUED FOR
PROFESSIONAL FEES
95,000 95
SHARES ISSUED FOR CASH
330,000 330
SHARES ISSUED FOR CASH
6,500 6
12,994
BALANCE AT DECEMBER 31, 1997 2,006,500
2,006 17,944
(29,611)
NET LOSS FOR THE PERIOD
ENDED DECEMBER 31, 1998
(34,453)
STOCKS ISSUED FOR CASH
6,500 7
13,093
STOCKS ISSUED FOR DEBT SATISFACTION
5,816 6
11,626
BALANCE AT DECEMBER 31, 1998 2,018,886
2,019 42,663
(64,064)
NET LOSS FOR THREE MONTHS ENDED
(40,018)
STOCK ISSUED FOR CASH
52,500 50
52,450
STOCKS ISSUED FOR SERVICES
14,981 15
24,985
BALANCE AT MARCH 31, 1999
2,086,347 2,084 120,000
(104,082)
</TABLE>
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. BUSINESS ACTIVITY
The Company was incorporated under the laws of the state of
Delaware on September 23, 1996 using the name AMERISTAR NETWORK,
INC.
The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware including, without limitation, to engage directly or
through a subsidiary or subsidiaries in the business of
acquiring, operate and or managing mortgage brokerage business
and to develop, research, design, produce, buy, sell, license or
otherwise deal in mortgage technology or related devises which
are necessary, useful and desirable in connection with said
business.
The Company has been in the development stage since its
formation on September 23, 1996. Planned principal operations have not
commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in
the period when the goods are shipped to the customers.
C. The Company considers all short term, highly liquid
investments that are readily convertible, within three months,
to known amounts as cash equivalents. The Company currently has
no cash equivalents.
D. Primary Earnings Per Share amounts are based on the
weighted average number of shares outstanding at the dates of
the financial statements. Fully Diluted Earnings Per Shares
shall be shown on stock options and other convertible issues
that may be exercised within ten years of the financial
statement dates.
E. Depreciation; The cost of property and equipment is
depreciated over the estimated useful lives of the related
assets. The cost of leasehold improvements is depreciated
(amortized) over the lesser of the length of the related assets
or the estimated lives of the assets. Depreciation is computed
on the straight-line method for reporting purposes and for tax
purposes.
F. Estimates; The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
NOTE 3. MARKETING RIGHTS
On November 12, 1996, the Company issued 350,000 shares of its
common stock to acquire a Computer Software Systems and
Intellectual Property relating to loan origination and
processing systems. The Company valued the Software License,
Sale and Distribution Agreement at the par value ($350) of the
shares issued. The territory covered by the license is
described by the agreement as follows; All affiliated mortgage
brokers of the purchaser, real estate sale officers, agents,
brokers, and infinity groups, in the U.S.A. The initial term of
the agreement is a period of ten years from November 12, 1996.
NOTE 4. GOING CONCERN
The Company has nominal assets and no current operations with
which to create operating capital. The Company seeks to raise
operating capital with which to seek business opportunities to
utilize the technology it has acquired.
NOTE 5. PROPERTY AND EQUIPMENT
The Company capitalizes the purchased and fixtures for major
purchases in excess of $300 per item. Capitalized amounts are
depreciated over the useful life of the assets using the
straight-line method of depreciation.
The following is a summary of property and equipment at cost,
less accumulated depreciation:
1998 1997
1996
Furniture and equipment $
2,523 $ 2,523
$ -0-
Less accumulated depreciation
(5) 418) ( -
0-)
Total
$1,628 $ 2,105
$ -0-
NOTE 6. INCOME TAXES
The Company has adopted the provisions of SFAS No. 109
Accounting for Income Taxes. SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences
between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
The Company has incurred losses that can be carried forward to
offset future earnings if conditions of the Internal Revenue
Codes are met. These losses are as follows:
Year of Loss
Amount
Expiration Date
1996
$ 798
2011
1997
28,813
2012
1998
34,453
2013
NOTE 7. NOTES PAYABLE
The Company has five short-term notes payable to four
individuals and a trust.
NOTE 7. NOTES PAYABLE
The Company has five short-term
notes payable to four individuals
and a trust.
1998
1997
1996
[S]
[C]
[C] [C]
Note #1 To a related party
due on demand bearing interests $ 0
$ 2,800
$ 0
At 8% per annum, note dated
September 2, 1997
Note #2 To a trust due
on demand bearing interest at
8% Per annum, note dated
May 27, 1997
0
5,000 0
Note #3 To an individual due
on demand bearing interest
At 18% per annum, note dated
February 11, 1997
0
2,750 0
Note #4 To an individual due
on demand interest at 10% Per
annum, note dated
October 21, 1997
1,000
1,000 0
Note #5 To an individual due
May 11, 1997, interest at
18% per annum
0
0 5,000
Note #6 To an individual due in
ninety days at 18% per
5,000 0
0
annum, note dated July 1, 1998
Total
$
6,000 $ 11,550
$ 5,000
NOTE 8. RELATED PARTY TRANSACTIONS
The Company issued 350,000 shares of its common stock to an
officer of the Company to acquire marketing rights (see note
3.).
The Company purchased furniture and fixtures and computer
equipment for $2,524 from an officer of the Company.
NOTE 9. NEW TECHNICAL PRONOUNCEMENTS
In February 1997, SFAS No. 129, Disclosure of Information about
Capital Structure: was issued effective for periods ending after
December 15, 1997. The Company has adopted the disclosure
provisions of SFAS No. 129, effective with the fiscal year ended
December 31, 1997.
Note #9 _ New Technical Pronouncements _ Continued
In June 1997, SFAS No. 130, Reporting Comprehensive Income was
issued effective for fiscal years beginning after December 31,
1997, with earlier application permitted. The Company has
elected to adopt SFAS No. 130, with the fiscal year ended
December 31, 1998. Adoption of SFAS 130, is not expected to
have a material impact on the Company's financial statements.
NOTE 10. SOFTWARE LICENSING PURCHASE AGREEMENT
On June 6, 1998, the Company entered into an Agreement with
Mortgage Internet Technologies, (MIT), a New Mexico
Corporation, to purchase through an exclusive license agreement
the Wholesale Network Center portion of the Virtual Lender
Software System and Intellectual Property. The agreement
grants the Company perpetual usage of the license and technology
for the United States of America, Mexico and Canada. The
Agreement provides the Company with a ninety day period from
the contract date to pay the entire purchase price of $150,000
and an addendum dated July 23, 1998, extended the time for
payment by one hundred eighty days from the date of the
addendum.
In the event the Company sells or licenses the Virtual Lender
Wholesale Network Center, MIT will receive a one time license
and realty fee of %5 of the purchase price or overall license
fee.
NOTE 11. PRIVATE OFFERING OF COMMON STOCK
The Company offers for sale to residents of the States of New
York, Florida, Oklahoma, and the District of Columbia, to
accredited inventors in the State of Colorado, and outside the
United States to non-US Residents, up to 100,000 Units (the
Units), at $2.00 per Unit. Each Unit consists of one share of
Common Stock ($.001 Par Value), and four Stock Purchase
Warrants. Each Warrant entitles the holder thereof to purchase
one share of Common Stock of the Company at a purchase price of
$2.00. The original expiration date of the warrants was July
21, 1998, the Board of Directors extended the expiration date
ninety days from the original expiration date and provided for
an additional extension of ninety days if needed. The Company
has the right to call in the Warrants on fifteen days notice, if
not exercised by the holder prior to the expiration of the
fifteenth day notice, if not exercised by the Holder prior to
the expiration of the fifteen day's notice period, should the
Company's Common Stock trade at or above a $2.75 reported
closing bid or trade price for not less than ten consecutive
trading days. The Offering is made in reliance upon an
exemption from registration under the federal and state
securities laws pursuant to the Regulation D, Rule 504, of the
Securities and Exchange Commission, and is made outside of the
United States in reliance upon an exemption from registration
under Regulation S of the Securities and Exchange Commission.
NOTE 12 - SUBSEQUENT EVENTS
On April 26, 1999, the Company issued 5,500,000 shares of its
common stock in exchange for 100% of CVS Technologies, Incas
shares of common stock. CVS Technologies, Inc. ( a Delaware
corporation) incorporated in March 23, 1999. This acquisition
will be accounted for as a purchase. As of December 31, 1998
and March 31, 1999 (balance sheets date), CVS Technologies, Inc.
has no recorded assets and liabilities that will significantly
changed this financial statement.
On May 25, 1999, the Company issued 250,000 shares of its common
stock in exchange for 100% of AmeriStar Mortgage, Inc. stocks.
American Mortgage, Inc. (a Delaware corporation) incorporated
in March 18, 1999. This acquisition will be accounted for as a
purchase. As of December 31, 1998 and March 31, 1999 (balance
sheets date), AmeriStar Mortgage, Inc. has no recorded assets
and liabilities that will significantly changed this financial
statement.
Report of Former Certified Public Accountant
Schvaneveldt and Company
Certified Public Account
275 East South Temple, Suite 300
Salt Lake City, Utah 84111
(801) 521-2392
U.S. Securities & Exchange Commission
Washington, D.C. 10549
The undersigned certifying accountants hereby acknowledge that they have
review Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures, as contained in the Form 10 Registration Statement
being filed by AmeriStar Network, Inc., and that the undersigned concurs
with the statements made therein by the Registrant concerning the change
in the Registrant's independent accountant.
/s/Schvandeveldt & Company
Salt Lake City, Utah
July 28, 1999
Schvaneveldt and Company
Certified Public Account
275 East South Temple, Suite 300
Salt Lake City, Utah 84111
(801) 521-2392
Independent Auditor Report
Board of Directors
AMERISTAR NETWORK, INC.
(A Development State Company)
I have audited the accompanying balance sheets of AMERISTAR NETWORK, INC.,
as of July 31, 1998, December 31, 1997 and 1996, and the related statements
of operations, stockholders' equity, and cash flows for the period ended
July 31, 1998 and the years ended December 31, 1997 & 1996. These
financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examine, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #4 to the
financial statements, the Company has an accumulated deficit at
July 31, 1998. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to
these matters are also discussed in Note #4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of AMERISTAR NETWORK, INC., as of
July 31, 1998, December 31, 1997 and 1996, and the results of its operations
and its cash flows for the period ended July 31, 1998, and the years ended
December 31, 1997 & 1996, in conformity with generally accepted accounting
principles.
/s/ Darrell T. Schvaneveltd, C.P.A.
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Balance Sheets July 31, 1998, December 31, 1997 & 1996
July
December
December
31, 1998
31, 1997
31, 1996
[S]
[C]
[C]
[C]
Assets
Current Assets
Cash in Bank
$ 3,651
$
4
$ 9,677
Property & Equipment
Computer & Equipment - Net
1,490
1,695
-0-
Furniture & Fixture - Net
377
410
-0-
Total Property & Equipment
1,867
2,105
-0-
Other Assets
Software Distribution Rights
149,023
301
346
Organization Costs - Net
753
871
1,106
Total Other Assets
149,776
1,172
1,452
Total Assets
155,294
3,281
11,129
Liabilities & Stockholder's Equity
Current Liabilities
Accounts Payable
308
922
254
Accrued Interest Payable
126
470
148
Notes Payable
6,000
11,550
5,000
Contracts Payable
140,000
-0-
-0-
Total Current Liabilities
146,434
12,942
5,402
Stockholders' Equity
Preferred Stock, 10,000,000 Shares
Authorized at $0.001 Par Value
None Issued
-0-
-0-
-0-
Common Stock, 90,000,000 Shares Authorized
at $0.001 Par Value, 2,018,766 Shares
2,006,500 Shares and 1,575,000 Shares
Issued & Outstanding Respectively
2,019
2,006
1,575
Paid In Capital
42, 463
1,794
4,950
Accumulated Deficit
( 35,622)
( 29,611)
( 798)
Total Stockholders' Equity
8,860
( 9,661)
5,727
Total Liabilities & Stockholders' Equity $
155,294
$ 3,281
$ 11,129
The accompanying notes are an integral part of these financial statements
AMERISTAR NETWORK, INC.(A Development Stage Company)
Statements of Operations
For the Accumulated Period September 23, 1996 (Inception Date) to
July 31, 1998 & the Period January 1, 1998 to July 31, 1998 & the Year
Ended December 31, 1997 & the Period September 23, 1996 (Inception Date)
to December 31, 1996
July
December
December
Accumulated 30, 1998
31, 1997
31, 1996
[S]
[C]
[C]
[C]
[C]
Revenues
$
-0-
-0-
-0-
-0-
Expenses
Amortization
1,749
1,396
280
73
Professional Fees
12,167
1,280
10,887
-0-
Interest Expenses
2,690
738
1,804
148
Telephone
1,591
647
944 -
0-
Depreciation
656
238
418 -0-
General & Administrative
Expenses
9,933
1,218
8,283 432
Travel
6,836
494
6,197 145
Total Expenses
35,622
6,011
28,813
798
Net Loss
($
35,622) ($6,011)
($ 28,813)
($ 798)
Loss Per Share
($
.00) ($ .02)
($ .00)
Weighted Average
Shares Outstanding
2,010,750
1,739,740 1,575,000
The accompanying notes are an integral part of these financial statements
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period September 23, 1996 (Inception Date)
to July 31, 1998
Common Stock
Paid In
Accumulated
Shares Amount
Capital
Deficit
[S]
[C] [C]
[C]
[C]
Balance, September 23, 1996
-0- -0-
-0-
-0-
Shares Issued for Organization
Costs at $.001 Per Share
1,175,000 1,175
-0-
-0-
Shares Issued for Cash at
$.10 Per Share
50,000
50 4,950
-0-
Shares Issued for Marketing
Rights at $.001 Per Share
350,000 350
-0-
-0-
Loss for Period Ended
December 31, 1996
( 798)
Balance, December 31, 1996
1,575,000 1,575 4,950
( 798)
Shares Issued for
Professional Fees at $.001
95,000 95
-0-
-0-
Shares Issued for Cash at
$.001 Per Share
330,000
330 -0-
-0-
Shares Issued for Cash at
$2.00 Per Share
6,500
6 12,994
-0-
Loss for Period Ended
December 31, 1997
(28,813)
Balance, December 31, 1997
2,006,500 2,006 17,944
(29,611)
Shares Issued for Cash
at $2.00 Per Share
6,450
7 12,893
-0-
Shares Issued for Debt
Satisfaction at $2.00 Per Share
5,816 6
11,626
-0-
Loss for Period Ended
( 6,011)
July 31, 1998
Balance, July 31, 1998
2,018,766 2,019
42,464
($35,622)
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Statement of Cash Flows
Accumulated for the Period September 23, 1996 (Inception Date) to July 31,
1998 & the Period January 1, 1998 to July 31, 1998 & the Period January 1, 1998
to July 31, 1998 & the Period September 23, 1996 (Inception Date) to
December 31, 1996
July December
December
Accumulated
31, 1998
31, 1997 31, 1996
[S]
[C]
[C]
[C]
[C]
Cash Flows from Operating Activities
Net Loss
($ 35,622)
($ 6,011) ($
28,813) ($ 798)
Adjustments to Reconcile Net Loss
to Net Cash Used by Operating
Activities;
Amortization
1,749
1,396
280
73
Depreciation
656
238
418
-0-
Services for Stock in Lieu of Cash
95
-0-
95
-0-
Changes in Operating Assets
& Liabilities;
(Decrease) Increase in Accounts Payable
308
( 614)
668
254
Increase in Interest Payable
126
( 344)
322
148
Net Cash Used by Operating Activities (
32,688)
( 5,335) ( 27,030)
( 323)
Cash Flows from Investing Activities
Purchase of Computer Equipment
( 2,054)
-0-
( 2,054)
-0-
Purchase of Furniture
(
469)
-0- (
469) -0-
Purchase of Software
(150,000)
(150,000)
-0-
-0-
Net Cash Used by Investing Activities
(152,523)
(150,000) ( 2,523)
-0-
Cash Flows from Financing Activities
Sale of Common Stock
42,862
24,532
13,330
5,000
Increase in Notes Payable
11,550
-0-
6,550
5,000
Increase in Contracts Payable
150,000
150,000
-0-
-0-
Payment of Notes
(
15,550) (
15,550) -0-
-
0-
Net Cash Provided by Financing
Activities
188,862
158,982
19,880
10,000
Increase (Decrease) in Cash
3,651
3,647 (
9,673)
9,677
Cash at Beginning of Period
-0-
4
9,677
-0-
Cash at End of Period
3,651
3,651
4
9,677
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Statement of Cash Flows
Accumulated for the Period September 23, 1996 (Inception Date) to
July 31, 1998 & the Period January 1, 1998 to July 31, 1998 & the Year
Ended December 31, 1997 & the Year Ended December 31, 1997 & the Period
September 23, 1996 (Inception Date) to December 31, 1996
[CAPTION]
<TABLE>
July
December December
Accumulated
31, 1998
31, 1997 31, 1996
<S>
<C>
<C>
<C> <C>
Disclosure from Operating Activities
Interest
$ 2,557
$ 605
$ 1,804
$ 148
Taxes
-0-
-0-
-0-
-0-
Significant Non Cash Disclosure
1,075,000 Shares Issued for
Incorporation Expenses
1,175
-0-
-0-
1,175
95,000 Shares Issued for Expenses
95
-0-
95
1,175
350,000 Shares Issued for Distribution
Rights
350
-0-
-0-
350
</TABLE>
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. BUSINESS ACTIVITY
The Company was incorporated under the laws of the state of Delaware on
September 23, 1996 using the name AMERISTAR NETWORK, INC.
The purpose for which the Corporation is organized is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware including, without limitation, to
engage directly or through a subsidiary or subsidiaries in the business of
acquiring, operate and or managing mortgage brokerage business and to
develop, research, design, produce, buy, sell, license or otherwise deal in
mortgage technology or related devises which are necessary, useful and
desirable in connection with said business.
The Company has been in the development stage since its formation on
September 23, 1996. Planned principal operations have not commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customers.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the financial
statement dates.
E. Depreciation; The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of the
related assets or the estimated lives of the assets. Depreciation is computed
on the straight-line method for reporting purposes and for tax purposes.
F. Estimates; The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates
NOTE 3. MARKETING RIGHTS
On November 12, 1996, the Company issued 350,000 shares of its common stock
to acquire a Computer Software Systems and Intellectual Property relating to
loan origination and processing systems. The Company valued the Software
License, Sale and Distribution Agreement at the par value ($350) of the
shares issued. The territory covered by the license is described by the
agreement as follows; All affiliated mortgage brokers of the purchaser, real
estate sale officers, agents, brokers, and infinity groups, in the U.S.A.
The initial term of the agreement is a period of ten years from
November 12, 1996.
NOTE 4. GOING CONCERN
The Company has nominal assets and no current operations with which to create
operating capital. The Company seeks to raise operating capital with which to
seek business opportunities to utilize the technology it has acquired.
NOTE5 - Depreciation
The Company capitalizes the purchased and fixtures for major purchases in
excess of $300 per item. Capitalized amounts are depreciated over the useful
life of the assets using the straight-line method of depreciation.
Scheduled below are the assets, costs, lives and accumulated depreciation at
July 31, 1998, December 31, 1997 and 1996.
1998 1997
1996 Depreciation Expenses Accumulated Depreciation
Assets Cost Cost Cost
Life 1998 1997 1996
1998 1997 1996
Furniture
Fixtures $2,055 2,055 -0- 5
206 359 -0-
565 359 -0-
Vehicles
Equipment 469 469 -0- 7
32 59
-0- 91 59
-0-
Totals $2,524 2,524 -0-
238 418 -
0- 656 418 -
0-
NOTE#6 - Income Taxes
The Company has adopted the provisions of SFAS No. 109 Accounting for Income
Taxes. SFAS 109 requires recognition of deferred tax liabilities and assets
for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between
the financial statement and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. These losses are
as follows;
Year of Loss
Amount Expiration Date
1996 $
798 2011
1997
28,813
2012
Current Tax Asset Value of Net Operating 1997
1996
Loss Carryforwards at Current
Prevailing Federal Tax Rate
$ 4,442 $ 120
Evaluation Allowance
( 4,442)
( 120)
Net Tax Assets
$ -0- $ -0-
Current Income Tax Expenses
-0-
-0-
Deferred Income Tax Benefit
-0-
-0-
NOTE 7. NOTES PAYABLE
The Company has five short-term notes payable to four individuals and a trust.
NOTE 7. NOTES PAYABLE
The Company has five short-term
notes payable to four individuals
and a trust.
1998
1997
1996
[S]
[C]
[C] [C]
Note #1 To a related party
due on demand bearing interests $ 0
$ 2,800
$ 0
at 8% per annum, note dated
September 2, 1997
Note #2 To a trust due
on demand bearing interest at
8% Per annum, note dated
May 27, 1997
0
5,000 0
Note #3 To an individual due
on demand bearing interest
At 18% per annum, note dated
February 11, 1997
0
2,750 0
Note #4 To an individual due
on demand interest at 10% Per
annum, note dated
October 21, 1997
1,000
1,000 0
Note #5 To an individual due
May 11, 1997, interest at
18% per annum
0
0 5,000
Note #6 To an individual due in
ninety days at 18% per
5,000 0
0
annum, note dated July 1, 1998
Total
$
6,000 $ 11,550
$ 5,000
NOTE 8. RELATED PARTY TRANSACTIONS
The Company issued 350,000 shares of its common stock to an officer of the
Company to acquire marketing rights (see note 3.).
The Company purchased furniture and fixtures and computer equipment for
$2,524 from an officer of the Company.
NOTE 9. NEW TECHNICAL PRONOUNCEMENTS
In February 1997, SFAS No. 129, Disclosure of Information about Capital
Structure: was issued effective for periods ending after December 15, 1997.
The Company has adopted the disclosure provisions of SFAS No. 129, effective
with the fiscal year ended December 31, 1997.
Note #9: New Technical Pronouncements Continued
In June 1997, SFAS No. 130, Reporting Comprehensive Income was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application permitted. The Company has elected to adopt SFAS No. 130, with
the fiscal year ended December 31, 1998. Adoption of SFAS 130, is not
expected to have a material impact on the Company's financial statements.
In June 1997, SFAS No. 131, Disclosure about Segments of an Enterprise and
Related Information was issued effective for fiscal year beginning after
December 31, 1997 with earlier application permitted. The Company has
elected to adopt SFAS No. 131, effective with the fiscal year ended
December 31, 1998. Adoption of SFAS No. 131, is not expected to have a
material impact on the Company's financial statements.
NOTE 10. SOFTWARE LICENSING PURCHASE AGREEMENT
On June 6, 1998, the Company entered into an Agreement with Mortgage Internet
Technologies, (MIT), a New Mexico Corporation, to purchase through an exclusive
license agreement the Wholesale Network Center portion of the Virtual Lender
Software System and Intellectual Property. The agreement grants the Company
perpetual usage of the license and technology for the United States of
America, Mexico and Canada. The Agreement provides the Company with a
ninety-day period from the contract date to pay the entire purchase price of
$150,000 and an addendum dated July 23, 1998, extended the time for payment by
one hundred eighty days from the date of the addendum.
In the event the Company sells or licenses the Virtual Lender Wholesale
NetworkCenter, MIT will receive a one time license and realty fee of %5 of
the purchase price or overall license fee.
NOTE 11. PRIVATE OFFERING OF COMMON STOCK
The Company offers for sale to residents of the States of New York, Florida,
Oklahoma, and the District of Columbia, to accredited investors in the State
of Colorado, and outside the United States to Non-US Residents, up to 100,000
Units (the Units), at $2.00 per Unit. Each Unit consists of one share of
Common Stock ($.001 Par Value), and four Stock Purchase Warrants.
Each Warrant entitles the holder thereof to purchase one share of Common Stock
of the Company at a purchase price of $2.00. The original expiration date of
the warrants was July 21, 1998, the Board of Directors extended the expiration
date ninety days from the original expiration date and provided for an
additional extension of ninety days if needed. The Company has the right to
call in the Warrants on fifteen days notice, if not exercised by the holder
prior to the expiration of the fifteenth day's notice, if not exercised by the
Holder prior to the expiration of the fifteen day's notice period, should the
Company's Common Stock trade at or above a $2.75 reported closing bid or trade
price for not less than ten consecutive trading days. The Offering is made in
reliance upon an exemption from registration under the federal and state
securities laws pursuant to the Regulation D, Rule 504, of the Securities and
Exchange Commission, and is made outside of the United States in reliance upon
an exemption from registration under Regulation S of the Securities and
Exchange Commission.
Item 14. Exhibits, Financial Statements
14(a) Report of Independent Certified Public Accountant April
28, 1999
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountant June 18, 1999
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
Letter of Former Independent Certified Public Accountant July 28, 1999
Report of Former Independent Certified Public Accountant July 31, 1998
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K: Not Applicable
(c) Exhibits
Exhibit No. Description
3(a) Articles of Incorporation
3(b) By-laws
4(a) Specimen certificate of common stock
10 Other Documents
( a) Mortgage Internet Technologies Inc.
Property Partial
Assignment
(b) Mortgage Internet Technologies, Inc.
License Agreement
(c) Mortgage Internet Technologies Inc.
Maintenance Agreement to
License
(d) Acquisition Agreement CVS Technologies
(e) Acquisition Agreement AMI
(f) Letter of Intent MIT
(g) Letter of Intent GMR
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
AmeriStar Network, Inc.
/s/ O. Russell Crandall, Jr.
O. RUSSELL CRANDALL, JR., President and Director
Date: July 28, 1999
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
/s/ O. Russell Crandall, Jr.
O. RUSSELL CRANDALL, JR., President/ Director
Date: July 28. 1999
/S/ Scott Stratton
___________________________________________
SCOTT STRATTON, Vice President/Director
Date: July 28, 1999
/s/ James R. Herbert
___________________________________________
JAMES R. HERBERT, Vice President/Director
/s/ Leslie Catsman Avery
___________________________________________
DAVID Tew, Vice President/Director
Exhibit 3.1
ARTICLES OF INCORPORATION
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 09/23/1996
960275091 - 2668582
CERTIFICATE OF INCORPORATION OF AMERISTAR NETWORK, INC.
[CAPTION]
ARTICLE I
NAME
The name of the Corporation hereby created shall be AmeriStar Network, Inc.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually unless sooner dissolved
according to law.
ARTICLE III
PURPOSES
The purpose for which this Corporation is organized is to
engage in any lawful act or activity for which a corporation may
be organized under the General Corporation Law of the State of
Delaware including, without limitation, to engage directly or
through a subsidiary or subsidiaries in the business of
acquiring, operate and or managing mortgage brokerage business
and to develop, research, design, produce, buy, sell, license or
otherwise deal in mortgage technology or related devises which
are necessary, useful and desirable in connection with said
business;
To seek available business opportunities which have potential
for profit, acquire, merge with or into, or be acquired by one
or more other businesses;
To acquire, sell and otherwise, dispose of, deal in stocks,
bonds, mortgages, securities, notes and commercial paper for
corporations and individuals; To engage in any and all other lawful purposes,
activities and pursuits, whether similar or dissimilar to the foregoing, and
the Corporation shall have all powers allowed or permitted by the
laws of the State of Delaware.
ARTICLE IV
CAPITALIZATION
The Corporation is authorized to issue two classes of shares, designated
respectively.
ARTICLE V
CLASSES OF STOCK
A statement of the designations and the powers, preferences, and rights,
and the rights, and the qualifications, limitations, or restrictions
thereof, of the shares of stock which the Corporation shall be authorized to
issue, is as follows:
(a) General Rights. All Stock of the Corporation shall have the rights and
preferences as the Board of Directors, in its discretion may determine. Fully
paid stock of the Corporation shall not be liable to any call and is non-
assessable.
(b) Dividends. The holders of shares of Common and Preferred
Stock shall be entitled to receive dividends when and as
declared by the Board of Directors out of funds legally available therefor.
(c)Voting. Except as otherwise expressly provided by law,
in all matters as to which the vote or consent of stockholders
of the Corporation shall be required or be taken, including, any vote
to amend these Articles of Incorporation to increase or
decrease the par value, effect a stock split or combination of
shares, or alter or change the powers, preferences or special
rights of the Common or Preferred Stock, the holders of the
Common Stock and the Preferred Stock shall be entitled to vote
on all such matter, and the holder of the shares of Common Stock
and Preferred Stock shall each have one (1) vote per share.
(d) Issuance of Rights and Warrants. The Corporation shall
have the power to issue, with or without any connection to the
issue, and sale of its Common Stock, Preferred Stock, or other
securities, rights, warrants, or options entitling the holders
thereof to purchase from the Corporation shares of its Common
Stock, Preferred Stock, or other securities, upon which terms
and conditions and at such times and for such consideration or
price as the Board of Directors, in its discretion may
determine. In the absence of fraud, the judgement of the
directors as to the consideration for the issuance of such
rights, warrants, or options and the sufficiency thereof shall
be conclusive.
ARTICLE VI
BY-LAWS
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to
make, alter or repeal the By-Laws of the Corporation.
ARTICLE VII
MEETINGS AND RECORDS
Meetings of the stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of
the Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation. Elections of
directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
ARTICLE VIII
NO PRE-EMPTIVE RIGHTS
Shareholders of the Corporation shall not have pre-emptive rights to
subscribe for or acquire additional shares of the Corporation, whether
such shares be hereby or hereafter authorized.
ARTICLE IX
INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Corporation shall indemnify any and all persons who may
serve or who have served at any time as directors or officers,
or who, at the request of the Board of Directors of the Corporation, may
serve, or at any time have served as directors or officers of another
corporation in which the Corporation at such time owned or may
own shares of stock, or which it was or may be creditor, an their
respective heirs, administrators, successors, and assigns,
against any and all expenses, including amounts paid upon
judgment, counsel fees, and amounts paid in settlement (before
or after suit is commenced), actually or necessarily by such
persons in connection with the defense or settlement or any
claim, action, suit, or proceeding in which they, or any of
them, are made parties, or a party to, or which may be assessed
against them or any of them, by reason of being or having been
directors or officers of the Corporation, or such other
corporation, except in relation to matters as to which any
such director or officer of the Corporation, or such other
corporation, or former director of officer shall be adjudged in
any action, suit or proceeding to be liable for his own
negligence of misconduct in the performance of his duties. Such
indemnification shall be in addition to any other rights to
which those indemnities may be entitled under any law, by-law,
agreement, vote of stockholders or otherwise.
ARTICLE X
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this Corporation
and any other firm or corporation shall be affected by the fact
that a director or officer of this Corporation has an interest in, or
is a director or officer of this Corporation or any other
corporation. Any officer or director individually or with
others, may be a party to, or may have and interest in, any
transaction of this Corporation, or any transaction in which
this Corporation is a party or has an interest. Each person who
is or may become an officer or director of this Corporation is
hereby relieved from liability he might otherwise obtain in the
event such officer or director contracts with this Corporation
for the benefit of himself or any firm or other corporation in
which he may have an interest, provided such officer or director
acts in good faith.
ARTICLE XI
REGISTERED OFFICE AND AGENT
The address of its registered office in the State of
Delaware is 1220 North Market Street, Suite 606 City of
Wilmington, County of New Castle. The name of its registered
agent at such address is Registered Agents, Ltd.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ARTICLE XIII
DIRECTORS
The Corporation shall have not less than One (1) nor more
than nine (9) directors as determined, from time to time, by the
Board of Directors. The original Board of Directors shall be
comprised of three (3) persons. The names and addresses of the
persons who are to serve as directors until the first annual
meeting of shareholders and until their successors are elected
and shall qualify are as follows:
Name Address
O. Russell Crandall, Jr. 2100 Bengal Blvd. #105
Salt Lake City, Utah 84121
Shirman Milliner 1604 W. Village Rd. X-3
St. George, Utah 84770
Bryan Richmond 4141 Highland Drive 307
Salt Lake City, Utah 84124
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator for this Corporation is as follows:
Name Address
O. Russell Crandall, Jr. 2100 Bengal Blvd. #105
Salt Lake City, Utah 84121
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this
certificate, hereby declaring and certifying that this is my act
and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 20th day of September, 1996.
DATED this 20th day of September, 1996.
/s/O.Russell Crandall, Jr.
O. Russell Crandall, Jr.
STATE OF UTAH
COUNTY OF SALT LAKE
On the 20th day of September, 1996, personally appeared
before me O. Russell Crandall, Jr., who duly acknowledged to
that he executed these Articles of Incorporation for the uses
and purposes therein expressed.
/s/Merry Dawn Johnson
(SEAL)
NOTARY PUBLIC
MERRY DAWN JOHNSON
95 West 650 South, St. George, UT 84770
My Commission Expires January 26, 1998
STATE OF UTAH
EXHIBIT 3.2(b)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/24/1999
991113580-3020229
CERTIFICATE OF INCORPORATION OF AmeriStar Mortgage, Inc.
A CLOSE CORPORATION
[CAPTION]
FIRST: The name of the corporation is: AmeriStar
Mortgage Inc.
SECOND: Its registered office in the State of Delaware is
located at 25 Greystone Manor, Lewes, DE 19958-9776, County of
Sussex. The registered agent in charge thereof is Harvard
Business Services, Inc.
THIRD: The purpose of the corporation is to engage in
any lawful activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total umber of shares of stock which the
corporation is authorized to issue is 1,500 shares having a par
value of $0.00 per share.
FIFTH: The corporation shall make no offering of any of
its stock which would constitute a public offering within the
meaning of the U.S. Act of 1933, as amended.
SIXTH: The corporation shall be managed by the
stockholders without a Board of Directors. The stockholders
need not call a meeting to elect directors. The stockholders
are deemed to be directors and shall be subject to all
liabilities of the Directors under section 351 of the Delaware
Code.
SEVENTH: All of the corporation's issued stock, exclusive
of treasury shares, shall be held of record by not more than
thirty (30) persons.
EIGHTH: All of the issued stock shall be subject to the
following restriction on transfer permitted by Section 202 of
the General Corporation Law: Each stockholder shall offer to
the Corporation or to other stockholders of the corporation a
thirty (30) day first refusal option to purchase his stock
should he elect to sell his stock.
NINTH: The incorporator is Harvard Business Services,
Inc., whose mailing address is 25 Greystone Manor, Lewes, DE
19958-9776.
TENTH: To the fullest extent permitted by the Delaware
General Corporation Law a director of this corporation shall not
be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation under
the laws of Delaware do make and file this certificate, and do certify that
the facts herein stated are true; and have accordingly signed below, this ]
18th day of March, 1999.
Signed and Attested to by: Richard H. Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
Exhibit 3.2(c)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/24/99
CERTIFICATE OF INCORPORATION OF CVS TECHNOLOGIES, INC.
FIRST: The name of this corporation shall be: CVS TECHNOLOGIES, INC.
SECOND: Its registered office in the State of Delaware is to
be located at 1013 Centre Road, in the City of Wilmington,
County of new Castle, 19805, and its registered agent at such
address is THE COMPANY CORPORATION.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this
corporation is authorized to issue is: One Thousand Five Hundred
(1,500) shares without par value.
FIFTH: The name and mailing address of the incorporator is as
follows:
Chennell Mowbray
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH: The Board of Directors shall have the power to adopt,
amend or repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this
certificate of incorporation this twenty-third day of March,
A.D. 1999.
/s/ Chennell Mowbray, Incorporator
EXHIBIT 3.3(a)
<SEQUENCE>
[DESCRIPTION]BY-LAWS OF AMERISTAR NETWORK, INC.
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at Registered Agents, Ltd. 1220 North
Market Street Suite 606, Wilmington, Delaware, 19801.
Section 2. The Corporation may also have offices at such
other places as the Board of Directors may from time to time
appoint or the business of the corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS' MEETINGS
Section 1. Meetings of the stockholders shall be held at
the
registered office of the corporation in this state or at such
place, either within or without the state, as may be selected
from time to tome by the Board of Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall be held on the 1st day of May in each year if
not a legal holiday, and if a legal holiday, then on the next
secular day following at 2:00 o'clock P. M., when they shall
elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date
designated therefore, the directors shall cause the meeting to
be held as soon thereafter as convenient.
Section 3. ELECTIONS OF DIRECTORS: Elections of the
directors of the corporation be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the
stock-holders may be called at any time by the President, or the
Board of Directors, or stockholders entitled to cast at least
one-fifth of the votes which all stockholders are entitled to
cast at the particular meeting. At any time, upon written
request of any person or persons who have duly called a special
meeting,, it shall be the duty of the Secretary to fix the date
of the meeting, to be held not more than sixty days after
receipt of the request, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the date of the meeting
and give notice thereof, the person or persons calling the
meeting may do so.
Business transacted at all special meetings shall be
confined to the objects stated in the call and matters germane
thereto, unless
all stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating
the time and place and object thereof, shall be given to each
stockholder entitled to vote thereat at least Ten days before
such meeting, unless a greater period of notice is required by
statute in a particular case.
Section 5. QUORUM: A majority of the outstanding shares of
the corporation entitled to vote, represented in person or by
proxy,
shall constitute a quorum at a meeting of stockholders. If less
than a
majority of the outstanding shares entitled to vote is
represented at a
meeting, a majority of the shares so represented may adjourn the
meeting
from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally noticed. The stockholders present at
a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action
in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the
proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states
that
it is irrevocable and if , and only as long as, it is coupled
with and
interest sufficient in law to support an irrevocable power. A
proxy may
be made irrevocable regardless of whether the interest with
which it is
coupled is an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, written notice of any
meeting shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled
to vote at such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action
required to be taken at any annual or special meeting or
stockholders of a corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which
all share entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has
charge
of the stock ledger of the corporation shall prepare and make,
at least
ten days before every meeting of stockholders, a complete list
of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. No share of stock upon which any installment is
due and unpaid shall be voted at any meeting. The list shall be
open to examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any
stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors, Three in number.
The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of
one year, and until his successor shall be elected and shall
qualify or until his earlier resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the
Board shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be
determined by the Board.
Section 3. SPECIAL MEETINGS:
Special Meetings of the Board may be called by the President on
Ten days notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the
written request of a majority of the directors in office.
Section 4. QUORUM: A majority of the total number of
directors shall constitute a quorum for the transaction of
business.
Section 5. CONSENT IN LIEU OF MEETING: Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors
may participate in a meeting of the Board, of a committee of the
Board or of the stockholders, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person
at such meeting.
Section 7. COMPENSATION: Directors as such, shall not
receive any stated salary for their services, but by resolution
of the Board, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting
of the Board PROVIDED, that nothing herein contained shall be
construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board
of Directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an
election of directors, except that when cumulative voting is
permitted, if less than the entire Board is to be removed, no
director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of
Directors, or, if there be classes of directors, at an election
of the class of directors of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation
shall
be chosen by the directors and shall be a President, Secretary
and
Treasurer. The Board of Directors may also choose a Chairman,
one or more Vice Presidents and such other officers as it shall
deem necessary. Any number of offices may be held by the same
person.
Section 2. SALARIES: Salaries of all officers and
agents of the
corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the
corporation shall hold office for one year and until their
successors are chosen and have qualified. Any officer or agent
elected or appointed by the Board may be removed by the Board of
Directors whenever in its judgment the best interest of the
corporation will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive officer of the corporation; he shall preside at all
meetings of the stockholders and directors; he shall have
general and active management of the business of the
corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of
the directors to delegate any specific powers, except such as
may be by statute exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation. He shall be EX-OFFICIO a member of all
committees, and shall have the general power and duties of
supervision and management usually vested in the office of
President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all
sessions of the Board and all meetings of the stockholders and
act as clerk thereof, and record all the votes of the
corporation and the minutes of all its transactions in a book to
be kept for that purpose, and shall perform like duties for all
committees of the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors
or President , and under whose supervision he shall be. He
shall keep in safe custody the corporate seal of the
corporation, and when authorized by the Board, affix the same to
any instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody
of the corporate funds and securities and shall keep full and
accurate
accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings
of the Board, or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of
the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall
be filled by the Board of Directors. Vacancies and newly
created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director. If at any time, by reason of death
or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of these By-Laws.
Section 2. RESIGNATION EFFECTIVE AT FUTURE DATE:
When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including
those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating
the purpose thereof, have the right during the usual hours for
business to inspect for any proper purpose the corporation's
stock ledger, a list of it's stockholders, and its other books
and records, and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's
interest as a stockholder. In every instance where an attorney
or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a
power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at
its registered office in this state or at its principal place of
business.
ARTICLE VII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear
the corporate seal and shall be signed by the President and the
Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on
the books of the corporation upon surrender of the certificates therefor,
endorsed by the person named in the certificate or by attorney,
lawfully constituted in writing. No transfer shall be made
which is inconsistent in law.
Section 3. LOST CERTIFICATE: The corporation may issue a new certificate of
stock in the place of any certificate theretofore signed by it, alleged
to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative to give the corporation a bond sufficient to
indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 4. RECORD DATE: In order that the corporation
may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other
action.
If no record date is fixed:
(a) The record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholder
shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the ]
meeting is held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.
(c) The record date for determining stockholders for
any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.
(d) A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting: provided, however, that the Board
of Directors may fix a new record date for the adjourned
meeting.
Section 5. DIVIDENDS: The Board of Directors may declare and
pay dividends upon the outstanding shares of the corporation,
from time to time and to such extent as they deem advisable, in
the manner and upon the terms and conditions provided by statute
and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend
there may be set aside out of the net profits of the corporation
such sum or sums as the directors, from time to time, in their
absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interests
of the corporation, and the directors may abolish any such
reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers as the Board of Directors may from time to time
designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the
first day of January.
Section 3. NOTICE: Whenever written notice is required
to be given to any person, it may be given to such person,
either personally or by sending a copy thereof through the mail,
or by telegram, charges prepaid, to his address appearing on the
books of the corporation, or supplied by him to the corporation
for the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and,
in the case of a special meeting of stockholders, the general
nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice
is required by statute, or by the Certificate or the By-Laws of
this
corporation a waiver thereof in writing, signed by the person or
persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such
notice. Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the
purpose of the meeting need be specified in the waiver of notice
of such meeting. Attendance of a person either in person or by
proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where a person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION: Any payment made to
an officer or employee of the corporation such as a salary,
commission,
bonus, interest, rent, travel or entertainment expense incurred
by him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the
full extent of such disallowance. It shall be the duty of the
directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer or employee,
subject to the determination of the directors, proportionate
amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at any time, such resignation to be in writing and to
take effect
from the time of its receipt by the corporation, unless some
time be fixed in the resignation shall not be required to make
it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement of
the business and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented in
whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.
ARTICLE XI - - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the Corporation of is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee or agent or in any other capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonable incurred or suffered by such person in
connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the Corporation
the expense incurred in defending any such proceeding in advance
of its final disposition: provided, however, that, if the
Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a
director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition
of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not
entitled to be indemnified under this Section or otherwise.
The Corporation may, by action of it Board of Directors,
provide indemnification to employee and agents of the
Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT:
If a claim under paragraph (a) of this Section is not paid
in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may be
at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and , if successful in
whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General
Corporation law for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary
contained in sub- paragraphs (a) and (b) of this section, the
corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities or
other matter referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
(d) INSURANCE:
The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the
Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the
vote of stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast thereon, at
any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.
EXHIBIT 3.3(b)
<SEQUENCE>
[DESCRIPTION]BY-LAWS OF AMERISTAR MORTGAGE INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for
the transaction of business of the corporation shall be fixed or
may be changed by approval of a majority of the authorised
Directors, and additional offices may be established and
maintained at such other place or places as the Board of
Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices
may at any time be established by the Board of Directors at any
place or places where the corporation is qualified to do
business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to
the provisions of applicable law and to any limitations in the
Article of Incorporation of the corporation relating to action
required to be approved by the Shareholders, or by the
outstanding shares, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board
may delegate the management of the day-to-day operation of the
business of the corporation to an executive committee or others,
provided that the business and affairs of the corporation shall
b managed and all corporate powers shall be exercised under the
ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall
perform the duties of a Director, including the duties as a
member of any committee of the Board upon which the Director may
serve, in good faith, in a manner such Director believes to be
in the best interests of the corporation, and with such scare,
including reasonable inquiry, as an ordinary prudent person in a
like position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of Directors shall be three (3) until changed
by a duly adopted amendment to the Articles of Incorporation or
by an amendment to this by-law adopted by the vote or written
consent of holders of a majority of the outstanding shares
entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting. Each
Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected
and until la successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders or
by court order may be filled only by the vote of a majority of
the shares entitled to vote represented at a duly held meeting
at which a quorum is present, or by the written consent of
holders of a majority of the outstanding shares entitled to
vote. Each Director so elected shall hold office until the next
annual meeting of the Shareholders and until a successor has
been elected and qualified.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the event of the death, resignation, or
removal of any Director, or if the Board of Directors by
resolution declares vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number or Directors is increased or
if the Shareholders fail, at any meeting of Shareholders at
which any Director or Directors are elected, to elect the number
of Directors to be voted for at that meeting.
The Shareholders may elect a director or Directors at any
time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall
require the consent or a majority of the outstanding shares
entitled to vote.
Any Director may resign effective on giving written notice
to the Chairman of the Board, the President, the Secretary, or
the Board of Directors, unless the notice specifies a later time
ro that resignation to become effective. If the resignation of
a Director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of Directors shall
have the effect of removing any Director before that Directors'
term of office expires.
Section 6. REMOVAL OF DIRECTORS. Subject to
applicable law, the entire or any individual Director may be
removed from office. In such case, the remaining Board members
may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS.
Meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or any Vice President,
or the Secretary or any two (2) Directors and shall be held at
the principal executive office of the corporation, unless some
other place is designated in the notion of the meeting. Members
of the Board may participate in a meeting through use of a
conference telephone or similar communications equipment so long
as all members participating in such a meeting can hear one
another. Accurate minutes of any meeting of the Board or any
committee thereof, shall be maintained by the Secretary or other
Officer designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organization
meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by
the Board of Directors, as follows:
Time of Regular Meeting: 9:00 a.m.
Date of Regular Meeting: Last Friday of every month
If said day shall fall upon a holiday, such meetings shall
be held on the next succeeding business day thereafter. No
notice need to given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS.
Special meetings of the Board may be called at any time by the
President or, if he or she is absent or unable or refuses to
act, by any Vice President or the Secretary or by any two (2)
Directors, or by one (1) Director if only one is provided.
At least forty-eight (48) hours notice of the time and
place of special meetings shall be delivered personally to the
Directors or personally communicated to them by a corporate
Officer by telephone or telegraph. If the notice is sent to a
Director by letter, it shall be addressed to him or her at his
or her address as it is shown upon the records of the
corporation, or if it is not so shown on such records or if not
readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid,
in the place in which the principal executive office of the
corporation is located at least four (4) days prior to the time
of the holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due, legal
and personal notice to such Director.
When all of the Directors are present at any Directors'
meeting, however, called or noticed, and either (i) sign a
written consent thereto on the records of such meeting, or, (ii)
if a majority or the Directors is present and if those not
present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minute thereof,
whether prior to or after the holding of such meeting, which
said waiver, consent or approval shall be filed with the
Secretary of the corporation, ro, (iii) if a Director attends a
meeting without notice but without protesting, prior thereto or
at its commencement, the lace of notice, then the transactions
thereof are as valid as if had at a meeting regularly called and
noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN
CONSENT.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force
and effect as if taken by a unanimous vote of Directors, if
authorized by a writing sighed individually or collectively by
all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
Section 12. QUORUM. A majority of the number or
Directors as fixed by the Articles of Incorporation or By-Laws
shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled,
is valid as a corporate act; provided that a minority of the
Directors present at any meeting at which there is a quorum for
the transaction of business, and the action of a majority of the
Directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided that
a minority of the Directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to
transact business, notwithstanding the withdrawal of Directors,
if any action taken is approved by a majority of the required
quorum for such meeting.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time
and place of holding an adjourned meeting need not be given to
absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if
adjourned more than twenty-four hours, notice shall be given to
all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as
such, shall not receive any stated salary for their services,
but by resolution of the Board a fixed sum and expense of
attendance, if any, may be allowed for attendance at each
regular and special meeting of the Board; provided that nothing
herein continued shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 15. COMMITTEES. Committees of the Board may
be appointed by resolution passed by a majority of the whole
Board. Committees shall be composed of two (2) or more members
of the Board and shall have such powers of the Board as may be
expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made non-delegable by
applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors
from time to time may elect one or more persons to be Advisory
Directors who shall not by sch appointment be members of the
Board of Directors. Advisory Directors shall be available from
time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon
invitation and to furnish consultation to the Board. The period
during which the title shall be held may be prescribed by the
Board of Directors. If no period is prescribed, the title shall
be held at the pleasure of the Board.
Section 16. RESIGNATIONS. Any Director may resign
effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The officers of the corporation
shall be a President, a Secretary, and a Chief Financial
Officer. The corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries, or one or
more Assistant Treasurers, and such other Officers as may be
appointed in accordance with the provisions of Section 3 of this
Article. Any number or offices may be held by the same person.
Section 2. ELECTION. The Officers of the corporation,
except such Officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by the Board of Directors, and each shall be
removed or otherwise disqualified to serve or a successor shall
be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of
Directors may appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
provided by the by-Laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of any officer under any
contract of employment, any Officer may be removed, either withe
cause, by the Board of Directors, at any regular or special
meeting of the Board, or except in case of an Officer chosen by
the Board of Directors by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice
to the corporation. Any resignation shall take effect at the
date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in
that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the corporation under any
contract to which the Officer is a party.
Section 5. VACANCIES. A vacancy in any office
because death, resignation, removal, disqualification or any
other cause shall be filed in the manner prescribed in the By-
Laws for regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the
Board, if such an officer be elected, shall, if present, preside
at meetings of the Board of Directors and exercise and perform
such other powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the By-Laws.
If there is no President, the Chairman of the Board shall in
addition by the Chief Executive Officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this
Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject
to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman of the Board, if there be such an
Officer, the President shall be the Chief Executive Officer of
the corporation and shall , subject to the control of the Board
of Directors, have general supervision, direction and control of
the business and Officers of the corporation. He or she shall
preside at all meetings of the Shareholders and in the absence
of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall be ex
officio a member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers
and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or by the
By-Laws.
Section 8. VICE PRESIDENT. In the absence or
disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors, or if
not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and
when so acting shall have all the powers of, and be subject to,
all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other dirties as
from time to time may be prescribed for them respectively by the
Board of Directors or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or
cause to be kept, a book of minutes at the principal office or
such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with
the time and place of holding, whether regular or special, and
if special, ow authorized, the notice thereof given, the names
of those present at Directors meetings, the number of shares
present or represented at Shareholders' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer
agent, a share register, or duplicate share register showing the
names of the Shareholders and their addresses, the number and
classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of
all the meetings of the Shareholders and of the Board of
Directors required by the By-Laws or by law to be given. He or
she shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief
Financial Officer shall keep and maintain, or cause to be kept
and maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and
business transaction s of the corporation, including accounts of
its assets, earnings (or surplus) and shares. The books of
accounts shall at all reasonable times be open to inspection by
any Director.
This Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He
or she shall disburse the funds of the corporation as may be
ordered by the v, shall render to the president and Directors,
whenever they request it, an account of all of his or her
transactions and of the financial condition of the corporation,
and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the
Shareholders shall be held at the principal executive office of
the corporation unless some other appropriate and convenient
location be designated for that purpose from time to time by the
Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of
the Shareholders shall be held, each year, at the time and on
the day following:
Time of Meeting: 10:00 a.m.
Date of Meeting: April 20th
If this day shall be a legal holiday, then the meeting
shall be held on the next succeeding business day, at the same
hour. At the annual meeting, the Shareholders shall elect a
Board of Directors, consider reports of the affairs of the
corporation and transact such other business as may be property
brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called at any time by the Board of
Directors, the Chairman of the Board, the President, a Vice
President, the Secretary, or by one or more Shareholders holding
not less than one-tenth (1/10) of the voting power of the
corporation. Except as next provided, notice shall be given as
for the annual meeting.
Upon receipt of a written request addressed to the
Chairman, President, Vice President, or Secretary, mailed or
delivered personally to such Officer by any person (other than
the Board) entitled to call a special meeting of Shareholders,
such Officer shall cause notice to be given, to the
Shareholders, entitled to vote, that a meeting will be held at a
time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (6) days after
the receipt of such request. If such notice is not given within
twenty (2) days after receipt of such request, the persons
calling the meeting may give notice thereof in the same manner
provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of
meetings, annual or special, shall be given in writing not less
than ten (10) nor more than sixty (60) days before the date of
the meeting to Shareholders entitled to vote thereat. Such
notice shall be given by the Secretary or the Assistant
Secretary, or if there by no such Officer, or in the case of his
or here neglect or refusal, by any Director or Shareholders.
Such Notices or any reports shall be given personally or by
mail and shall be sent to the Shareholders's address appearing
on the books of the corporation, or supplied by him or her to
the corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the
place, the day and the hour of meeting, and (1) in case of a
special meeting, the general nature of the business to be
transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which Board at date
of mailing intends to present for action by the Shareholders.
At any meetings where Directors are to be elected notice shall
include the names of the nominees, if any, intended at date of
notice to be presented by management for election. If a
Shareholder supplies no address, notice shall be deemed to have
been given if mailed to the place where the principal executive
office of the corporation is situated, or published at least
once in some newspaper of general circulation in the County of
said principal office.
If a Shareholder supplies no address, notice shall be deemed to
have been given if mailed to the place where the principal
executive office of the corporation is situated, or published at
least once in some newspaper of general circulation in the
County of said principal office.
Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of
written communication. The Officer giving such notice or report
shall prepare and file an affidavit or declaration thereof.
When a meeting is a is adjourned for forty-five (45) days
or more, notice of the adjourned meeting shall be given as in
case of an original meeting. Save, as aforesaid, it shall not
be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by
announcement at the meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT
SHAREHOLDERS. The transactions of any meeting of Shareholders,
however called and notice, shall be valid as though had a
meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or
after the meeting, each of the Shareholders entitled to vote,
not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting or an
approval shall be filed with the corporate records or made a
part of the minutes of te meeting. Attendance shall constitute
a waiver of notice, unless objection shall be made as provided
in applicable law.
Section 6. Shareholders ACTION WITHOUT A MEETING -
DIRECTORS
Any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting or notice of meeting if
authorized by a writing signed by all of the Shareholders
entitled to vote at a meeting for such purpose, and filed with
the Secretary of the corporation, provided, further, that while
ordinarily Directors can be elected by unanimous written
consent, if the Directors fail to fil a vacancy, then a Director
to fill that vacancy may be elected by the written consent of
persons holding a majority of shares entitled to vote for the
election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless
otherwise provided for under applicable law for the Articles of
Incorporation, any action which may be taken at any annual or
special meeting of Shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth
the action so taken, signed by the holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize to take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to vote
have been solicited in writing,
(1) Notice of any Shareholder approval without a
meeting by less than unanimous written consent shall be
given at least ten (10) days before the consummation of
the action authorized by such approval, and
(2) Prompt notice shall be give of the taking of any
other corporate action approved by Shareholders without a
meeting be less than unanimous written consented to each
of those Shareholders entitled to vote who have not
consented in writing.
Any Shareholder giving a written consent, or the
Shareholder's proxyholders, or a transferred of the shares of a
personal representative or their respective proxyholders, may
revoke the consent by a writing received by the corporation
prior to the time that written consents of the number or shares
required to authorize the proposed action have been filed with
the Secretary of the corporation, but may not do so thereafter.
Such revocation is effective upon its receipt by the Secretary
of the corporation.
Section 8. QUORUM. The holder of a majority of the
shares entitled to vote thereat, present in person, or
represented by proxy, shall constitute a quorum at all meetings
of the Shareholders for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation, or
by these By-Laws. If, however such majority shall not be
present or represented at any meeting of the Shareholders, the
shareholders represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in person, or by
proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite
amount of voting shares shall be represented, any business may
be transaction which might have been transacted at a meeting as
originally notified.
If a quorum be initially present, the Shareholders may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum, if any action taken is approved by a majority of the
Shareholders required to initially constitute a quorum.
Section 9. VOTING Only persons in whose names shares
entitled to vote stand on the stock records of the corporation
on the day of any meeting of Shareholders, unless some other day
be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be
entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination
prior to the voting and one or more Shareholders has given
notice at the meeting prior to the voting of the Shareholder's
intent to cumulate the Shareholder's votes, every Shareholder
entitled to vote at any election for Directors of any
corporation for profit may cumulate their votes and give one
candidate a number of notes equal to the number or Directors to
be elected multiplied by the number or votes to which his or her
shares are entitled to, or distribute his or her votes on the
same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number or votes up to
the number or Directors to be elected are elected. The Board of
Directors may fix a time in the future not exceeding thirty (30)
days preceding the date of any meeting of Shareholders or the
date fixed for the payment of any dividend or distribution, or
for the allotment of rights, or when any change or conversion or
exchange of shares shall go into effect, as a record date for
the determination of the Shareholders entitled to notice of and
to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any allotment of rights or to
exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only Shareholders or record on
the date so fixed shall be entitled to notice of and to vote at
such meeting, to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case may
be notwithstanding any transfer of any share on the books of the
corporation after any record date fixed as aforesaid. The Board
of Directors may close the books of the corporation against
transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to
vote, or to execute consents, may do so, either in person or by
written proxy, executed in accordance with the provisions of
applicable law filed with the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the
absence of the President, any Vice President, shall call the
meeting of the Shareholders to order, and shall act as Chairman
of the meeting. In the absence of the President and all of the
Vice Presidents, Shareholders shall appoint a Chairman for such
meeting. The Secretary of the corporation shall act as
Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders',
the presiding Officer may appoint any person to act as Secretary
of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any
meeting of Shareholders, the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or
any adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the
request of any shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of
inspectors shall be either one (1) or three (3) as determined by
a majority of the Shareholders represented at the meeting.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for
shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record
holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a
statement of the rights, privileges preferences and restriction,
if any; a statement as to the redemption or conversion, if any;
a statement of liens or restrictions upon transfer or voting, if
any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the
corporation by the Chairman of the Board or Vice Chairman of the
Board or the President or Vice President and by the Chief
Financial Officer or an assistant treasurer or the Secretary or
any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be
facsimile. In case any Officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that Officer, transfer
agent, or registrar before that certificate is issued, it may be
issued by the corporation with the same effect as if that person
were an Officer, transfer agent, or registrar at the date of
issuance.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to
the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person
claiming a certificate or stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall, if the
Directors so require, give the corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the Board,
in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued int8he
same tender and for the same number of shares as the one alleged
to the lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board
of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars which shall be an
incorporated balk or trust company, either domestic or foreign,
who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of
Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the corporation may determine the Shareholders
entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in
respect to any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60)
days prior to any other action.
If no record date is fixed; the record date for determining
Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the business
day next preceding the day on which notice is given or if notice
is waived, at the close of business on the business day next
preceding the day on which the meeting is held. The record date
for determining Shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the
first written consent is given.
The record date for determining Shareholders for any other
purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such other action,
whichever is later.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain, in
accordance with generally accepted accounting principles,
adequate and correct accounts, books and records of its business
and properties. All of such books, records and accounts shall
be kept at its principal executive office as fixed by the Board
of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books
and records shall be open to inspection of the Directors and
Shareholders from time to time and in the manner provided under
applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be kept at
the corporation's principal executive office and shall be open
to inspection by the Shareholders at all reasonable times during
office hours.
Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or
other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to
time by the Board of Directors.
Section 5. CONTRACT, ETC. - HOW EXECUTED. The Board of
Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter
into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the
Board of Directors, no Officer, agent or employee shall have any
power or authority to bind the corporation by an contract or
agreement, or to pledge its credit, or to render it liable for
any purpose or to any amount except as may be provided under
applicable law.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO Shareholders, DUE DATE. The Board
of Directors shall cause an annual report to be sent to the
Shareholders not later than one hundred twenty (120) days after
the close of the fiscal or calendar year adopted by the
corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of
the Article IV of these By-Laws for giving notice to
Shareholders of the corporation. The annual report shall
contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position
for the fiscal year, accompanied by any report of independent
accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that the statements were
prepared without audit from the books and records of the
corporation.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY Shareholders. New By-Laws may
be adopted or these By-Laws may be amended or repealed by the
vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that if
the Articles of Incorporation of the corporation set forth the
number or authorized Directors of the corporation, the
authorized number or Directors may be changed only by an
amendment of the Article of Incorporation.
Section 3. POWERS OF DIRECTORS. Subject to the right
or the Shareholders to adopt, amend or repeal By-Laws, as
provided in Section 1 of this Article VIII, and the limitations,
if any, under law, the Board of Directors may adopt, amend or
repeal any of these By-Laws other than a By-law or amendment
thereof changing the authorized number of Directors.
ARTICLE IX
CORPORATE SEAL
Section 1. SEAL The corporate seal shall be circular in
form, and shall have inscribed thereon the name of the
corporation, the date and State of Incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER
CORPORATIONS. Shares of other corporations standing in the name
of this corporation may be voted or represented and all
incidents thereto may be exercised on behalf of the corporation
by the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this
corporation owned by a subsidiary shall not be entitled to vote
on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the
total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the
corporation may indemnify any Director, Officer, agent or
employee as to those liabilities and on those terms and
conditions as appropriate. In any event, the corporation shall
have the right to purchase and maintain insurance on behalf of
any such persons whether or not the corporation would have the
power to indemnify such person against the liability insured
against.
EXHIBIT 3.3(c)
<SEQUENCE>
[DESCRIPTION]BY-LAWS OF CVS TECHNOLOGIES, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for
the transaction of business of the corporation shall be fixed or
may be changed by approval of a majority of the authorised
Directors, and additional offices may be established and
maintained at such other place or places as the Board of
Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices
may at any time be established by the Board of Directors at any
place or places where the corporation is qualified to do
business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to
the provisions of applicable law and to any limitations in the
Article of Incorporation of the corporation relating to action
required to be approved by the Shareholders, or by the
outstanding shares, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board
may delegate the management of the day-to-day operation of the
business of the corporation to an executive committee or others,
provided that the business and affairs of the corporation shall
b managed and all corporate powers shall be exercised under the
ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall
perform the duties of a Director, including the duties as a
member of any committee of the Board upon which the Director may
serve, in good faith, in a manner such Director believes to be
in the best interests of the corporation, and with such scare,
including reasonable inquiry, as an ordinary prudent person in a
like position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of Directors shall be three (3) until changed
by a duly adopted amendment to the Articles of Incorporation or
by an amendment to this by-law adopted by the vote or written
consent of holders of a majority of the outstanding shares
entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting. Each
Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected
and until la successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders or
by court order may be filled only by the vote of a majority of
the shares entitled to vote represented at a duly held meeting
at which a quorum is present, or by the written consent of
holders of a majority of the outstanding shares entitled to
vote. Each Director so elected shall hold office until the next
annual meeting of the Shareholders and until a successor has
been elected and qualified.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the event of the death, resignation, or
removal of any Director, or if the Board of Directors by
resolution declares vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number or Directors is increased or
if the Shareholders fail, at any meeting of Shareholders at
which any Director or Directors are elected, to elect the number
of Directors to be voted for at that meeting.
The Shareholders may elect a director or Directors at any
time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall
require the consent or a majority of the outstanding shares
entitled to vote.
Any Director may resign effective on giving written notice
to the Chairman of the Board, the President, the Secretary, or
the Board of Directors, unless the notice specifies a later time
ro that resignation to become effective. If the resignation of
a Director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of Directors shall
have the effect of removing any Director before that Directors'
term of office expires.
Section 6. REMOVAL OF DIRECTORS. Subject to
applicable law, the entire or any individual Director may be
removed from office. In such case, the remaining Board members
may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS.
Meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or any Vice President,
or the Secretary or any two (2) Directors and shall be held at
the principal executive office of the corporation, unless some
other place is designated in the notion of the meeting. Members
of the Board may participate in a meeting through use of a
conference telephone or similar communications equipment so long
as all members participating in such a meeting can hear one
another. Accurate minutes of any meeting of the Board or any
committee thereof, shall be maintained by the Secretary or other
Officer designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organization
meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by
the Board of Directors, as follows:
Time of Regular Meeting: 9:00 a.m.
Date of Regular Meeting: Last Friday of every month
If said day shall fall upon a holiday, such meetings shall
be held on the next succeeding business day thereafter. No
notice need to given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS.
Special meetings of the Board may be called at any time by the
President or, if he or she is absent or unable or refuses to
act, by any Vice President or the Secretary or by any two (2)
Directors, or by one (1) Director if only one is provided.
At least forty-eight (48) hours notice of the time and
place of special meetings shall be delivered personally to the
Directors or personally communicated to them by a corporate
Officer by telephone or telegraph. If the notice is sent to a
Director by letter, it shall be addressed to him or her at his
or her address as it is shown upon the records of the
corporation, or if it is not so shown on such records or if not
readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid,
in the place in which the principal executive office of the
corporation is located at least four (4) days prior to the time
of the holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due, legal
and personal notice to such Director.
When all of the Directors are present at any Directors'
meeting, however, called or noticed, and either (i) sign a
written consent thereto on the records of such meeting, or, (ii)
if a majority or the Directors is present and if those not
present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minute thereof,
whether prior to or after the holding of such meeting, which
said waiver, consent or approval shall be filed with the
Secretary of the corporation, ro, (iii) if a Director attends a
meeting without notice but without protesting, prior thereto or
at its commencement, the lace of notice, then the transactions
thereof are as valid as if had at a meeting regularly called and
noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN
CONSENT.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force
and effect as if taken by a unanimous vote of Directors, if
authorized by a writing sighed individually or collectively by
all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
Section 12. QUORUM. A majority of the number or
Directors as fixed by the Articles of Incorporation or By-Laws
shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled,
is valid as a corporate act; provided that a minority of the
Directors present at any meeting at which there is a quorum for
the transaction of business, and the action of a majority of the
Directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act; provided that
a minority of the Directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to
transact business, notwithstanding the withdrawal of Directors,
if any action taken is approved by a majority of the required
quorum for such meeting.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time
and place of holding an adjourned meeting need not be given to
absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if
adjourned more than twenty-four hours, notice shall be given to
all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as
such, shall not receive any stated salary for their services,
but by resolution of the Board a fixed sum and expense of
attendance, if any, may be allowed for attendance at each
regular and special meeting of the Board; provided that nothing
herein continued shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 15. COMMITTEES. Committees of the Board may
be appointed by resolution passed by a majority of the whole
Board. Committees shall be composed of two (2) or more members
of the Board and shall have such powers of the Board as may be
expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made non-delegable by
applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors
from time to time may elect one or more persons to be Advisory
Directors who shall not by sch appointment be members of the
Board of Directors. Advisory Directors shall be available from
time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon
invitation and to furnish consultation to the Board. The period
during which the title shall be held may be prescribed by the
Board of Directors. If no period is prescribed, the title shall
be held at the pleasure of the Board.
Section 16. RESIGNATIONS. Any Director may resign
effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The officers of the corporation
shall be a President, a Secretary, and a Chief Financial
Officer. The corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries, or one or
more Assistant Treasurers, and such other Officers as may be
appointed in accordance with the provisions of Section 3 of this
Article. Any number or offices may be held by the same person.
Section 2. ELECTION. The Officers of the corporation,
except such Officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by the Board of Directors, and each shall be
removed or otherwise disqualified to serve or a successor shall
be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of
Directors may appoint such other officers as the business of the
corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
provided by the by-Laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of any officer under any
contract of employment, any Officer may be removed, either withe
cause, by the Board of Directors, at any regular or special
meeting of the Board, or except in case of an Officer chosen by
the Board of Directors by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice
to the corporation. Any resignation shall take effect at the
date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in
that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the corporation under any
contract to which the Officer is a party.
Section 5. VACANCIES. A vacancy in any office
because death, resignation, removal, disqualification or any
other cause shall be filed in the manner prescribed in the By-
Laws for regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the
Board, if such an officer be elected, shall, if present, preside
at meetings of the Board of Directors and exercise and perform
such other powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the By-Laws.
If there is no President, the Chairman of the Board shall in
addition by the Chief Executive Officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this
Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject
to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman of the Board, if there be such an
Officer, the President shall be the Chief Executive Officer of
the corporation and shall , subject to the control of the Board
of Directors, have general supervision, direction and control of
the business and Officers of the corporation. He or she shall
preside at all meetings of the Shareholders and in the absence
of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall be ex
officio a member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers
and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or by the
By-Laws.
Section 8. VICE PRESIDENT. In the absence or
disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors, or if
not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and
when so acting shall have all the powers of, and be subject to,
all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other dirties as
from time to time may be prescribed for them respectively by the
Board of Directors or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or
cause to be kept, a book of minutes at the principal office or
such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with
the time and place of holding, whether regular or special, and
if special, ow authorized, the notice thereof given, the names
of those present at Directors meetings, the number of shares
present or represented at Shareholders' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer
agent, a share register, or duplicate share register showing the
names of the Shareholders and their addresses, the number and
classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of
all the meetings of the Shareholders and of the Board of
Directors required by the By-Laws or by law to be given. He or
she shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief
Financial Officer shall keep and maintain, or cause to be kept
and maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and
business transaction s of the corporation, including accounts of
its assets, earnings (or surplus) and shares. The books of
accounts shall at all reasonable times be open to inspection by
any Director.
This Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He
or she shall disburse the funds of the corporation as may be
ordered by the v, shall render to the president and Directors,
whenever they request it, an account of all of his or her
transactions and of the financial condition of the corporation,
and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the
Shareholders shall be held at the principal executive office of
the corporation unless some other appropriate and convenient
location be designated for that purpose from time to time by the
Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of
the Shareholders shall be held, each year, at the time and on
the day following:
Time of Meeting: 10:00 a.m.
Date of Meeting: April 20th
If this day shall be a legal holiday, then the meeting
shall be held on the next succeeding business day, at the same
hour. At the annual meeting, the Shareholders shall elect a
Board of Directors, consider reports of the affairs of the
corporation and transact such other business as may be property
brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called at any time by the Board of
Directors, the Chairman of the Board, the President, a Vice
President, the Secretary, or by one or more Shareholders holding
not less than one-tenth (1/10) of the voting power of the
corporation. Except as next provided, notice shall be given as
for the annual meeting.
Upon receipt of a written request addressed to the
Chairman, President, Vice President, or Secretary, mailed or
delivered personally to such Officer by any person (other than
the Board) entitled to call a special meeting of Shareholders,
such Officer shall cause notice to be given, to the
Shareholders, entitled to vote, that a meeting will be held at a
time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (6) days after
the receipt of such request. If such notice is not given within
twenty (2) days after receipt of such request, the persons
calling the meeting may give notice thereof in the same manner
provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of
meetings, annual or special, shall be given in writing not less
than ten (10) nor more than sixty (60) days before the date of
the meeting to Shareholders entitled to vote thereat. Such
notice shall be given by the Secretary or the Assistant
Secretary, or if there by no such Officer, or in the case of his
or here neglect or refusal, by any Director or Shareholders.
Such Notices or any reports shall be given personally or by
mail and shall be sent to the Shareholders's address appearing
on the books of the corporation, or supplied by him or her to
the corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the
place, the day and the hour of meeting, and (1) in case of a
special meeting, the general nature of the business to be
transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which Board at date
of mailing intends to present for action by the Shareholders.
At any meetings where Directors are to be elected notice shall
include the names of the nominees, if any, intended at date of
notice to be presented by management for election. If a
Shareholder supplies no address, notice shall be deemed to have
been given if mailed to the place where the principal executive
office of the corporation is situated, or published at least
once in some newspaper of general circulation in the County of
said principal office.
If a Shareholder supplies no address, notice shall be deemed to
have been given if mailed to the place where the principal
executive office of the corporation is situated, or published at
least once in some newspaper of general circulation in the
County of said principal office.
Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of
written communication. The Officer giving such notice or report
shall prepare and file an affidavit or declaration thereof.
When a meeting is a is adjourned for forty-five (45) days
or more, notice of the adjourned meeting shall be given as in
case of an original meeting. Save, as aforesaid, it shall not
be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by
announcement at the meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT
SHAREHOLDERS. The transactions of any meeting of Shareholders,
however called and notice, shall be valid as though had a
meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or
after the meeting, each of the Shareholders entitled to vote,
not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting or an
approval shall be filed with the corporate records or made a
part of the minutes of te meeting. Attendance shall constitute
a waiver of notice, unless objection shall be made as provided
in applicable law.
Section 6. Shareholders ACTION WITHOUT A MEETING -
DIRECTORS
Any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting or notice of meeting if
authorized by a writing signed by all of the Shareholders
entitled to vote at a meeting for such purpose, and filed with
the Secretary of the corporation, provided, further, that while
ordinarily Directors can be elected by unanimous written
consent, if the Directors fail to fill a vacancy, then a Director
to fill that vacancy may be elected by the written consent of
persons holding a majority of shares entitled to vote for the
election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless
otherwise provided for under applicable law for the Articles of
Incorporation, any action which may be taken at any annual or
special meeting of Shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth
the action so taken, signed by the holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize to take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to vote
have been solicited in writing,
(1) Notice of any Shareholder approval without a
meeting by less than unanimous written consent shall be
given at least ten (10) days before the consummation of
the action authorized by such approval, and
(2) Prompt notice shall be give of the taking of any
other corporate action approved by Shareholders without a
meeting be less than unanimous written consented to each
of those Shareholders entitled to vote who have not
consented in writing.
Any Shareholder giving a written consent, or the
Shareholder's proxyholders, or a transferred of the shares of a
personal representative or their respective proxyholders, may
revoke the consent by a writing received by the corporation
prior to the time that written consents of the number or shares
required to authorize the proposed action have been filed with
the Secretary of the corporation, but may not do so thereafter.
Such revocation is effective upon its receipt by the Secretary
of the corporation.
Section 8. QUORUM. The holder of a majority of the
shares entitled to vote thereat, present in person, or
represented by proxy, shall constitute a quorum at all meetings
of the Shareholders for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation, or
by these By-Laws. If, however such majority shall not be
present or represented at any meeting of the Shareholders, the
shareholders represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in person, or by
proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite
amount of voting shares shall be represented, any business may
be transaction which might have been transacted at a meeting as
originally notified.
If a quorum be initially present, the Shareholders may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum, if any action taken is approved by a majority of the
Shareholders required to initially constitute a quorum.
Section 9. VOTING Only persons in whose names shares
entitled to vote stand on the stock records of the corporation
on the day of any meeting of Shareholders, unless some other day
be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be
entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination
prior to the voting and one or more Shareholders has given
notice at the meeting prior to the voting of the Shareholder's
intent to cumulate the Shareholder's votes, every Shareholder
entitled to vote at any election for Directors of any
corporation for profit may cumulate their votes and give one
candidate a number of notes equal to the number or Directors to
be elected multiplied by the number or votes to which his or her
shares are entitled to, or distribute his or her votes on the
same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number or votes up to
the number or Directors to be elected are elected. The Board of
Directors may fix a time in the future not exceeding thirty (30)
days preceding the date of any meeting of Shareholders or the
date fixed for the payment of any dividend or distribution, or
for the allotment of rights, or when any change or conversion or
exchange of shares shall go into effect, as a record date for
the determination of the Shareholders entitled to notice of and
to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any allotment of rights or to
exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only Shareholders or record on
the date so fixed shall be entitled to notice of and to vote at
such meeting, to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case may
be notwithstanding any transfer of any share on the books of the
corporation after any record date fixed as aforesaid. The Board
of Directors may close the books of the corporation against
transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to
vote, or to execute consents, may do so, either in person or by
written proxy, executed in accordance with the provisions of
applicable law filed with the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the
absence of the President, any Vice President, shall call the
meeting of the Shareholders to order, and shall act as Chairman
of the meeting. In the absence of the President and all of the
Vice Presidents, Shareholders shall appoint a Chairman for such
meeting. The Secretary of the corporation shall act as
Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders',
the presiding Officer may appoint any person to act as Secretary
of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any
meeting of Shareholders, the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or
any adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the
request of any shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of
inspectors shall be either one (1) or three (3) as determined by
a majority of the Shareholders represented at the meeting.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for
shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record
holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a
statement of the rights, privileges preferences and restriction,
if any; a statement as to the redemption or conversion, if any;
a statement of liens or restrictions upon transfer or voting, if
any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the
corporation by the Chairman of the Board or Vice Chairman of the
Board or the President or Vice President and by the Chief
Financial Officer or an assistant treasurer or the Secretary or
any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be
facsimile. In case any Officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that Officer, transfer
agent, or registrar before that certificate is issued, it may be
issued by the corporation with the same effect as if that person
were an Officer, transfer agent, or registrar at the date of
issuance.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to
the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person
claiming a certificate or stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall, if the
Directors so require, give the corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the Board,
in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued int8he
same tender and for the same number of shares as the one alleged
to the lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board
of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars which shall be an
incorporated balk or trust company, either domestic or foreign,
who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of
Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the corporation may determine the Shareholders
entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in
respect to any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60)
days prior to any other action.
If no record date is fixed; the record date for determining
Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the business
day next preceding the day on which notice is given or if notice
is waived, at the close of business on the business day next
preceding the day on which the meeting is held. The record date
for determining Shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the
first written consent is given.
The record date for determining Shareholders for any other
purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such other action,
whichever is later.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain, in
accordance with generally accepted accounting principles,
adequate and correct accounts, books and records of its business
and properties. All of such books, records and accounts shall
be kept at its principal executive office as fixed by the Board
of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books
and records shall be open to inspection of the Directors and
Shareholders from time to time and in the manner provided under
applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be kept at
the corporation's principal executive office and shall be open
to inspection by the Shareholders at all reasonable times during
office hours.
Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or
other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to
time by the Board of Directors.
Section 5. CONTRACT, ETC. - HOW EXECUTED. The Board of
Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter
into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the
Board of Directors, no Officer, agent or employee shall have any
power or authority to bind the corporation by an contract or
agreement, or to pledge its credit, or to render it liable for
any purpose or to any amount except as may be provided under
applicable law.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO Shareholders, DUE DATE. The Board
of Directors shall cause an annual report to be sent to the
Shareholders not later than one hundred twenty (120) days after
the close of the fiscal or calendar year adopted by the
corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of
the Article IV of these By-Laws for giving notice to
Shareholders of the corporation. The annual report shall
contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position
for the fiscal year, accompanied by any report of independent
accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that the statements were
prepared without audit from the books and records of the
corporation.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY Shareholders. New By-Laws may
be adopted or these By-Laws may be amended or repealed by the
vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that if
the Articles of Incorporation of the corporation set forth the
number or authorized Directors of the corporation, the
authorized number or Directors may be changed only by an
amendment of the Article of Incorporation.
Section 3. POWERS OF DIRECTORS. Subject to the right
or the Shareholders to adopt, amend or repeal By-Laws, as
provided in Section 1 of this Article VIII, and the limitations,
if any, under law, the Board of Directors may adopt, amend or
repeal any of these By-Laws other than a By-law or amendment
thereof changing the authorized number of Directors.
ARTICLE IX
CORPORATE SEAL
Section 1. SEAL The corporate seal shall be circular in
form, and shall have inscribed thereon the name of the
corporation, the date and State of Incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER
CORPORATIONS. Shares of other corporations standing in the name
of this corporation may be voted or represented and all
incidents thereto may be exercised on behalf of the corporation
by the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this
corporation owned by a subsidiary shall not be entitled to vote
on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the
total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the
corporation may indemnify any Director, Officer, agent or
employee as to those liabilities and on those terms and
conditions as appropriate. In any event, the corporation shall
have the right to purchase and maintain insurance on behalf of
any such persons whether or not the corporation would have the
power to indemnify such person against the liability insured
against.
Exhibit 4.1
<SEQUENCE>4
[DESCRIPTION]SPECIMEN OF COMMON STOCK CERTIFICATE
AMERISTAR NETWORK, INC.
[________]NUMBER
SHARES[________]
AUTHORIZED COMMON STOCK; 90,000,000 SHARES
PAR VALUE $.001
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER
AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
COMMON STOCK CUSIP
03071S106
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF AMERISTAR NETWORK,
INC. COMMON STOCK TRANSFERABLE ON THE BOOKS OF THE CORPORATION
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE
TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[SEAL OF AMERISTAR NETWORK, INC.]
/s / BRYAN RICHARD /s/ O. RUSSELL CRANDALL,
JR.
- ----------------------- -----------
- ---------- Secretary
PRESIDENT
By:/s/Illegible Signature
OTC Stock Transfer Inc.
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the
Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member
of a registered national stock exchange, or by a bank (other
than a savings bank) , or a trust company.
The following abbreviation, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
____Custodian____ TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right
under Uniform Gifts to Minors of survivorship and not
as Act ________________________
tenants in common (State)
Additional abbreviation may also be used though not in above
list.
FOR VALUE RECEIVED, _________hereby sell, assign
and
transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------
- ------- - --------------------------------------
________________________________________________________________
_ _________ (Please print or typewrite name and address
including zip code of assignee)
________________________________________________________________
_ _________
________________________________________________________________
_ _________
________________________________________________________________
_ _________ Shares of the capital stock represented by the
within Certificate, and do hereby irrevocably constitute and
appoint
________________________________________________________________
_ _________ Attorney to transfer the said stock on the books of
the within-named Corporation with full power of substitution in
the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with
the
name as written upon the face of the Certificate, in every
particular, without alteration or enlargement, or any change
whatever.
Exhibit 4.2
<SEQUENCE>
[DESCRIPTION] SPECIMEN FORM OF WARRANT CERTIFICATE
Warrant Number
Number of Warrants
COMMON STOCK PURCHASE WARRANT
AMERISTAR NETWORK, INC.
(A Delaware Corporation)
Cusip
No.
030 71 S 114
This certifies that FOR VALUE RECEIVED,
Or registered assigns (the "Holder") is the owner of
Common Stock Purchase Warrants ("Warrants"). Each Warrant
entitles the Holder o purchase at any time prior to the
expiration date (as hereinafter defined), subject to the terms
and conditions set forth in this certificate and the Information
Statement (dated March 14th, 1997), one fully paid and
nonassessable share of common stock, $.001 par value, of
AmeriStar Network, Inc., a Delaware Corporation (the "Company")
at $2.00 through July 21st, 1998. Warrants not exercised by the
Expiration Date will expire.
Certificates are issuable on the presentation and surrender of
the Warrant Certificate with the Subscription form n the reverse
side hereof duly executed at the principal office of the Company
or its duly appointed agent, OTC Stock Transfer, Inc., as
warrant agent, or its successor (the "Warrant Agent")
accompanied by payment in lawful money of the United States of
America in cash of by official bank or certified check payable
to the Company.
This Warrant Certificate and each Warrant represented hereby re
issued to and are subject in all respects to the terms and
conditions set forth in the Information Statement (the "Warrant
Agreement") dated March 14th, 1997, between the Company and the
Warrant Agent. A copy of the Warrant Agreement is on file at
the principal office of the Warrant Agent, and a copy will be
provided by the company to each holder on request at no charge.
The company has the right to call in the Warrants on 15 days
notice, if not exercised by the holder prior to the expiration
of the 15 day notice period, should the Company's Common Stock
trade at or above a $2.75 reported closing bid on trade price
for at least 10 consecutive trading days.
The term "Expiration Date" shall mean 4:00 p.m. (Mountain
Standard Time) on July 21st, 1998). This Warrant shall not be
exercisable and the Company shall not be obligated to deliver
any securities pursuant to this Warrant unless a registration
statement under the Securities Act of 1933, as amended, and
under applicable state securities laws with respect to such
securities is effective or there is an available exemption from
such federal and state registration requirements. This Warrant
shall not be exercisable by a Holder in any state where such
exercise would be unlawful.
This Warrant shall not be valid unless
countersigned by the Warrant Agent. For more information,
please refer to the Information Statement dated March 14th,
1997.
This warrant shall not be valid unless
countersigned by the Warrant Agent. For more information,
please refer to the Information Statement dated March 14th,
1997.
Dated:
Secretary President
Corporate Seal
Exhibit 10a
<SEQUENCE>
[DESCRIPTION] INTELLECTUAL PROPERTIES PARTIAL ASSIGNMENT
Mortgage Internet Technologies, Inc. Intellectual Properties
Partial Assignment
Mortgage Internet Technologies, Inc., (MIT) a corporation of the
State of Nevada (the "Company") hereby grants to AmeriStar
Network, Inc.,(AmeriStar) a Delaware corporation, a percentage
ownership in the following "intellectual properties" (ILP) of
MIT: (1) a 10% equity interest in the Virtual Lender trademark
system. (2) a 20% equity interest in MortgageLocator.com. (3) a
20% interest in LoanPool.com. See
below for a detailed explanation of the above concerns. This
agreement is subject to the terms and conditions below.
Parties to this Agreement are MIT and AmeriStar. The
Intellectual
properties and Documentation are collectively referred to
hereinafter as the "ILP". This writing constitutes the sole and
entire Agreement and arrangement between the Parties and is
referred to as the "License agreement".
1. PAYMENT TERMS. The purchase price for the ILP is a single
payment of One Hundred thousand dollars ($100,000.00) and
20% interest in the AmeriStar Network "WLC" system. This 20%
equity interest in the "WLC" is outlined in Addendum "A" to
this agreement and due upon signing of this agreement.
2. DESCRIPTION OF THE INTELLECTUAL PROPERTIES.
A. VIRTUAL LENDER TRADEMARK (http://www.Vlender.com)
REVENUE RIGHTS: 10% of all setup fees & monthly fees earned on
the sale and servicing of the Virtual Lender trademark Kit.
Also a 10% equity interest in any profits related to future sale
of and or licensing of the Virtual Lender trademark system.
B. MORTGAGELOCATOR.COM (http://www.mortgagelocator.com)
REVENUE RIGHTS: 20% of all retail loan transaction fees and
banner advertising fees associated with mortgagelocator.com.
Also a 20% equity interest in any profits related to future
sale of and or licensing of the mortgage locator system.
C. LOAN POOL referral network (http://www.loanpool.com)
REVENUE RIGHTS: 20% of all fees related to the loan pool. Also
a 20% equity interest in any profits related to future sale
of and or licensing of the loan pool system.
3. DESCRIPTION OF PURCHASERS RIGHTS & LIMITATIONS: MIT will
continue to control, develop, design and regulate all
aspects of the ILP and AmeriStar will be subject to limitations
imposed upon by MIT. AmeriStar will have the right to
participate in additional product research & development and to
participate in marketing efforts of the ILP. AmeriStar
cannot transfer rights to the ILP without written consent by
both MIT and AmeriStar.
4. CONTINUATION OF BUSINESS. AmeriStar agrees that if AmeriStar
commits an act of bankruptcy, ceases doing business, or assigns
all assets of AmeriStar's business, AmeriStar shall provide MIT
with the first right of refusal to purchase the ILP limited
rights.
5. LIMITATION OF LIABILITY. In no event shall MIT be liable for
any indirect, special, consequential or incidental damages or
lost profits, reimbursements or revenues arising out of or
related to any failure of the ILP, or delay or other default in
the performance of services under this Agreement, or the
performance of breach hereof, even if MIT has been advised of
the possibility thereof.
6. INDEMNITY. MIT and AmeriStar acknowledge and agree that
portions of the ILP are currently not developed; AmeriStar is
solely responsible and liable for delivering and maintaining
proper records and MIT has no responsibility or liability in
respect thereof. AmeriStar releases and discharges and shall
indemnify and hold harmless MIT and its representatives from and
against any and all claims actions, liabilities, damages,
losses, costs and expenses including attorney's fees, costs and
expenses made by persons other than AmeriStar for any matter
arising out of or relating to the use of the ILP.
of both MIT & AmeriStar Network. Any attempted transfer or
assignment of this Agreement, and/or any rights of Customer
hereunder without such express prior written approval by both
parties shall be wholly void and without force or effect.
9. MISCELLANEOUS. This Agreement between the parties (including
attachments hereto) is the sole agreement between the parties
relating to the subject matter hereof and supersedes all prior
agreements and representations, oral or written. This Agreement
may be amended only in writing signed by both parties. The
substantive laws of the State of Nevada govern this Agreement.
10. EXECUTION. This agreement constitute the Partial Assignment
Agreement. The below-signed parties hereby state that they have
read the foregoing Agreement and accept it and agree to be bound
by it on the date indicated.
11. AGREEMENT SUMMARY. The following scenario constitutes the
end result of this agreement as it relates to intellectual
property ownership percentages.
[S] [C]
[C]
PRODUCT TYPE MIT % AMERISTAR % WLC (Wholesale LendingNetwork)
20% 80%
Virtual Lender trademark 90% 10%
Mortgagelocator.com 80% 20%
LoanPool.com 80% 20%
Dated this 15th day of March, 1999.
Mortgage Internet Technologies, Inc. AmeriStar Network, Inc.
Date:
Date:
/s/ David R. Werner, President
/s/O. Russell Crandall Jr., President
EXHIBIT A (WLC)
PAYMENT TERMS FOR THE Intellectual Properties Partial Assignment
DATED MARCH 22, 1999 BY AND BETWEEN MORTGAGE INTERNET
TECHNOLOGIES, INC. (MIT) AND AMERISTAR NETWORK, INC. (AMERISTAR)
AmeriStar hereby assigns 20% interest in the Wholesale Lending
Center (WLC) to MIT as outlined below:
D. WLC
REVENUE RIGHTS: 20% of all loan transaction fees and other fees
associated with the WLC. Also, a 20% equity interest in any
profits related to future sale of and or licensing of the WLC
system.
This addendum will become effective immediately upon execution
of this Agreement.
Dated this 15th day of March 1999.
Mortgage Internet Technologies, Inc. AmeriStar Network, Inc.
Date:
Date:
/s/David R. Werner / President /s/O. Russell Crandall Jr., President
EXHIBIT 10(b)
<SEQUENCE>
[DESCRIPTION] LICENSE AGREEMENT
Mortgage Internet Technologies, Inc.
Wholesale Lending Center (WLC)
License Agreement
Mortgage Internet Technologies, Inc., (MIT) a corporation of the
State of Nevada (the "Company") hereby grants to AmeriStar Network,
Inc.,(AmeriStar) a Delaware corporation, this exclusive license to the
following intellectual properties of MIT: (1) a 100% interest in the
Wholesale Lender Center computer application (the "WLC") plug-in
located within (i) the Virtual Lender trademark Business
Development Center. This licensing agreement is subject to the
terms and conditions below.
AmeriStar will maintain participate in continued development of
the "WLC" system in accordance with the provisions
of Paragraph 9 ("Maintenance Agreement") hereof, under the Terms
and Conditions set out below. AmeriStar agrees
to pay a fee to MIT for their respective interest in the WLC
under the Terms and Conditions below.
Parties to this Agreement are MIT and AmeriStar. The
Intellectual properties and Documentation are collectively
referred to hereinafter as the "WLC". This writing constitutes
the sole and entire Agreement and arrangement between
the Parties and is referred to as the "License agreement".
1. PAYMENT TERMS. The license fee for the WLC is a single
payment of One Hundred and fifty thousand dollars ($150,000.00).
Terms of the payment of the license fee are outlined and attached as
exhibit "B" to this agreement.
2. SITE PREPARATION. The hardware, network, operating WLC
requirements and related costs are the sole obligation of
AmeriStar. MIT shall provide AmeriStar with specifications for
all computer equipment required by MIT for using and developing
the WLC. MIT will retain an exclusive contract with AmeriStar Network, Inc.,
to develop and service the technology in accordance with the provisions
of Paragraph 9 ("Maintenance Agreement").
3. WLC LICENSE. MIT has developed and will continue to develop
and possess all rights to the Virtual Lender trademark System.
MIT grants to AmeriStar an exclusive license to the WLC (See
Addendum A for a complete description). The term is perpetual.
AmeriStar acknowledges that the BDC and related materials are the
property of MIT and are copyrighted works, that they include trade secrets
of MIT, and that copyright or proprietary notices shall be retained
in their exact form in the BDC. AmeriStar agrees to take
reasonable steps to ensure that all persons (Users) having
access through it to the WLC will observe AmeriStar's
obligations relating to the BDC.
4. DESCRIPTION OF THE WLC. The WLC is an area that is built into
the Virtual Lender trademark Business Development Center. By
entering the business development center, the loan originator
may choose the "Wholesale Network" button to access a list of
participating wholesale lending institutions.
Upon selecting a button, the loan originator will see the WLC
options on the screen. The Loan originator currently has the
following options:
5. CONTINUATION OF BUSINESS. AmeriStar agrees that if AmeriStar
commits an act of bankruptcy, ceases doing business, or assigns
all assets of AmeriStar's business, AmeriStar shall provide MIT
with the first right of refusal to purchase the WLC license and
Documentation. In the event AmeriStar sells or licenses the WLC, MIT
will receive a one time license and Royalty fee of 5% of the total
purchase price paid for the license fee.
6. LIMITATION OF LIABILITY. In no event shall MIT be liable for
any indirect, special, consequential or incidental damages or
lost profits, reimbursements or revenues arising out of or
related to any failure of the WLC, or delay or other default in the
performance of services under this Agreement, or the performance of
breach hereof, even if MIT has been advised of the possibility thereof.
AmeriStar shall be solely responsible for the selection, use, efficiency
and suitability of the WLC and its usage, and MIT shall have no
liability in respect thereof.
7. INDEMNITY. MIT and AmeriStar acknowledge and agree that the
WLC is currently not developed; AmeriStar is solely responsible
and liable for delivering and maintaining proper records and MIT
has no responsibility or liability in respect thereof. AmeriStar
releases and discharges and shall indemnify and hold harmless MIT and its
representatives from and against any and all claims actions, liabilities,
damages, losses, costs and expenses including attorney's fees, costs and
expenses made by persons other than AmeriStar for any matter arising out of
or relating to AmeriStar's provision of wholesale Lending services and use
of the WLC. MIT shall indemnify and hold harmless AmeriStar and
its representatives from and against any and all claims actions,
liabilities, damages, losses, costs and expenses including
attorney's fees, costs and expenses made by persons for any
matter relating to the use, possession, or licensing of the WLC
arising out of or relating to MIT's infringement or unauthorized
distribution, licensing or development of the WLC.
8. CUSTOMER'S REMEDIES. Except as provided in Paragraph 6,
AmeriStar's remedy in respect to this Agreement, regardless of
the form of action, whether in contract or tort, is limited to
replacement or repair of the WLC, at the discretion of MIT. Except as
provided in Paragraph 6, in no event shall MIT's liability hereunder exceed
the price of the WLC to AmeriStar and or any license fees paid.
9. MAINTENANCE AGREEMENT. The Maintenance Agreement between MIT
and AmeriStar embodies the following terms
and conditions:
MIT will have available Technical Resource Staff responsible
for hardware installation and maintenance, operating WLC and
network installation, workstation configuration, and modem
support according to the terms of the Maintenance agreement.
12. MISCELLANEOUS. This Agreement between the parties (including
attachments hereto) is the sole agreement between the parties
relating to the subject matter hereof and supersedes all prior
agreements and representations, oral or written. This Agreement
may be amended only in writing signed by both parties. The
substantive laws of the State of Nevada govern this Agreement.
13. EXECUTION. This agreement along with addendum "A" and
exhibit "B" constitute the Licensing Agreement. The below-signed
parties hereby state that they have read the foregoing Agreement and
accept it and agree to be bound by it on the date indicated.
Mortgage Internet Technologies, Inc. AmeriStar Network, Inc.
Date: Date:
/s/David R. Werner, President /s/ O. Russell Crandall Jr., President
EXHIBIT A (WLC)
PAYMENT TERMS FOR THE LICENSE AGREEMENT DATED MARCH 11, 1999 BY
AND BETWEEN MORTGAGE INTERNET TECHNOLOGIES, INC. (MIT) AND AMERISTAR
NETWORK, INC. (AMERISTAR)
The license fee for the WLC is a single payment of One Hundred
and fifty thousand dollars ($150,000.00). Payable under the
following terms below.
AmeriStar has already paid MIT $31,000.00 towards the purchase
of this license agreement. MIT agrees to carry the balance due
to MIT of $119,000 under the following payment terms.
5) Any prior payments made to MIT will be credited to the
total pro-rata percentage of ownership and rights of this
license agreement. As such, at the time of execution of this
agreement, AmeriStar has paid $31,000.00 to MIT towards the
purchase of this license as a result of this payment, AmeriStar
currently owns 20.66 percent of the 100% interest in this WLC
license agreement and are entitled to that pro-rata percentage
of profits and all rights associated with this license
agreement.
6) The balance of the payment due to MIT is $119,000.00. The
terms of this balance will be paid as follows and all
payments will be credited pro-rata to the license. All prior and
future payments will be credited to this agreement and are
hereby equity interest in this agreement.
a) AmeriStar agrees to pay MIT no less than 50% of all
moneys raised through their existing fund raising efforts
until the remaining balance due on this agreement is paid in
full.
b) AmeriStar will make available to MIT any
financials regarding such fund raising efforts from time to time
to assure MIT of their intent to fulfill their financial
obligation to MIT.
c) If the total balance is not paid in full, whatever
percentage has been paid will be credited pro-rata to the
balance due to MIT and deemed AmeriStar's share of this license
agreement and will be subject to limitations of rights as
such shared interest with MIT.
This addendum will become effective immediately upon execution
of the License Agreement.
Dated this 11th day of March 1999.
Mortgage Internet Technologies, Inc. meriStar Network, Inc.,
Date:
Date:
/s/David R. Werner, President /s/O. Russell
Crandall Jr., President
EXHIBIT 10(c)
<SEQUENCE>
[DESCRIPTION] Maintenance Agreement to the AmeriStar License
Agreement
MAINTENANCE AGREEMENT TO THE AMERISTAR LICENSE AGREEMENT FOR
DEVELOPMENT AND ONGOING MAINTENANCE OF THE WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL.
This maintenance agreement is between AmeriStar Network, Inc.
(AmeriStar) and Mortgage Internet Technologies, Inc. (MIT) It's
purpose is to outline the services MIT will provide to AmeriStar
for the purpose of developing the WLC, VIRTUAL LENDER, MORTGAGE
LOCATOR, LOAN POOL software that AmeriStar has purchased
exclusive percentage rights to in two prior agreements dated
March 11, 1999 and April 5th, 1999. MIT will have an exclusive
right to provide these services to AmeriStar for the duration of
this agreement.
The annual fee for this Maintenance Agreement is $1,500,000.00
(One Million five hundred thousand dollars) This maintenance
agreement includes all phases of development costs related to
the scope of the WLC, VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN
POOL and includes ongoing servicing costs in addition to
technical support, hardware support, development support and
marketing support. These fees may be adjusted through mutual
agreement by both parties.
The annual fee for these services have been determined according
to the extent of development and servicing required by AmeriStar
and MIT to operate the WLC, VIRTUAL LENDER, MORTGAGE LOCATOR,
LOAN POOL. MIT will require 1/4 of the maintenance agreement
fees upon execution of this agreement and the remaining balance
will be paid monthly to MIT prorated over a 12-month period. All
invoices shall be due and payable in full thirty (30) days from
the date such invoice is received by AmeriStar.
The Maintenance Agreement is effective for the term of this
license agreement, MIT will appoint a WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL Administrator responsible for WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL configuration. Russ
Crandall will act as Liaison to MIT; The WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL Administrator and/or Liaison will be
available to AmeriStar and/or AmeriStar's support organization
to assist in diagnosing operator errors and perform general WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL maintenance. MIT
will have available Technical Resource Staff responsible for
hardware installation and maintenance, operating WLC, VIRTUAL
LENDER, MORTGAGE LOCATOR, LOAN POOL and network installation,
workstation configuration, and modem support according to the
terms of the Maintenance agreement.
MIT will make a good faith effort to respond within twenty-four
(24) hours to the WLC, VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN
POOL support needs of AmeriStar via phone, Internet, email or
modem. MIT will attempt in good faith to correct all WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL errors, provided
that AmeriStar and MIT can reproduce the error. Errors shall
mean any substantial deviation in how the WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL functions when compared to the
Documentation.
This Maintenance agreement is a constituent part of this WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL License, and is otherwise
subject to the terms and conditions hereof. This agreement will
adjust annually as the development and the WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL system matures. 60 days prior to the
annual renewal date, AmeriStar and MIT will meet to determine
the annual project needs at which time, a new annual budget will
be established and agreed upon by both parties, at which time,
this agreement may renew for an additional 12 months for a total
of no less than 24 month (2 years).
AmeriStar is solely responsible and liable for delivering and
maintaining proper records and MIT has no responsibility or
liability in respect thereof. AmeriStar releases and discharges
and shall indemnify and hold harmless MIT and its
representatives from and against any and all claims actions,
liabilities, damages, losses, costs and expenses including
attorney's fees, costs and expenses made by persons other than
AmeriStar for any matter arising out of or relating to
AmeriStar's provision of wholesale Lending services and use of
the WLC, VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL, VIRTUAL
LENDER, MORTGAGE LOCATOR, LOAN POOL.
The parties herin acknowledge their full and complete
understanding and agreement of the terms and conditions
contained herein and represent that they have the authority to
execute this agreement making the terms and conditions binding
as set forth.
Dated this ________ day of ______ 1999.
Mortgage Internet Technologies, Inc. AmeriStar Network, Inc.
By: By:
Title: Title:
EXHIBIT 10(d)
<SEQUENCE>
[DESCRIPTION]ACQUISITION AGREEMENT OF CVS TECHNOLOGIES, INC.
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter
referred to as the "Agreement") is entered into as of this 12th
day of April, 1999, by and between CVS TECHNOLOGIES, INC.
(hereinafter referred to as "CVS" and the shareholders of CVS
(hereinafter referred to individually and collectively as
"Shareholder"), and AMERISTAR NETWORK, INC. (hereinafter
referred to as "AMWK").
WITNESSETH
WHEREAS, CVS is a Delaware corporation with authorized
capital stock of 1,500 shares, of which 1,500 shares were issued
and outstanding as of March 31, 1999 (hereinafter "CVS Shares");
WHEREAS, AMWK is a Delaware corporation with authorized
capital stock of 100,000,000 shares, 90,000,000 of which are
common stock at a par value of $.001, and 10,000,000 of which
are preferred stock at a par value of $.001, of which 5,085,855
shares were issued and outstanding as of March 31, 1999.
WHEREAS, AMWK desires to purchase from Shareholder all of
the issued and outstanding shares of CVS owned by Shareholder in
exchange solely for AMWK shares of common stock ("Stock"); and
WHEREAS, it is the intention of Shareholder to exchange the
CVS Shares held by it for Stock of AMWK on the terms and
conditions set forth herein; and
WHEREAS, it is the intention of AMWK, CVS and Shareholder
that the transactions contemplated hereby constitute a tax-free
"reorganization" as defined in the Internal Revenue Code of
1986, as amended and that all the terms and provisions of this
Agreement be interpreted, construed and enforced to effectuate
this intent.
NOW THEREFORE in consideration of the foregoing and the
mutual covenants, promises, representations and warranties
contained herein, the parties hereto agree as follows:
Article 1
EXCHANGE
1.1 Exchange of Stock of CVS. At the Closing Date (as
defined in Article VII hereof), in accordance with the
provisions of this Agreement and applicable lae, Shareholder
shall transfer and AMWK shall acquire all of the CVS Shares
owned by Shareholder.
Article II
CONSIDERATION
2.1 Exchange. Shareholder and AMWK agree that all of the
CVS Shares owned by Shareholder shall be exchanged with AMWK for
5,500,000 shares of common stock. All such Stock shall be
issued in certificates of such denominations, amounts and names
as may be requested by Shareholder.
2.2 Investment Intent. Shareholder represents and warrants
that it is acquiring said shares for investment purposes only
and not with a view toward resale or redistribution in violation
of state and federal securities laws. Shareholder agrees to
deliver to AMWK at the closing, a letter setting forth an
agreement that said shares are being acquired for investment
purposes only and will not be sold except in compliance with the
Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder.
2.3 Delivery. At said closing, Shareholder shall deliver
certificates for the shares of CVS, duly endorsed in negotiable
form, with signatures guaranteed, free and clear from all claims
and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF AMWK
AMWK represents the warrants to Shareholder as follows:
3.1 Organization. AMWK is a corporation duly
incorporated, validly existing and, at the closing, in good
standing under the laws of the State of Delaware and has the
corporation power and authority to own or lease its properties
and to carry on business as now being conducted.
3.2 Capitalization. Prior to the Closing Date, the
authorized capital stock of AMWK shall consist of 100,000,000
shares, 90,000,000 of which are common stock at a par value of
$.001 and 10,000,000 of which are preferred stock at a par value
of $.001, of which 5,085,855 are issued and outstanding, and not
to exceed 9,120,000 shares are to be issued pursuant to other
agreements. AMWK presently has agreed to sell and issue an
option to David Warner. Except for this contingent obligation
to sell and issue securities, there are no other outstanding
options or warrants to acquire addition shares of AMWK.
3.3 Financial Statements. AMWK has furnished to
Shareholder financial statements in the form to be disclosed of
the Securities and Exchange Commission. All of said financial
statements, (i) are in accordance with AMWK's books and records,
(ii) present fairly and financial position of AMWK as of such
dates, and its results of operations and changes in financial
position for the respective periods indicated, (iii) have been
prepared in conformity width generally accepted accounting
principles applied on a consistent basis, and (iv) consistent
with prior business practice, contain adequate reserves for all
known or contingent liabilities, loss and refunds with respect
to services or products already rendered or sold.
3.4 Authorization. AMWK has the power to enter into this
Agreement, and this Agreement, when duly executed and delivered,
will constitute the valid and binding obligation of AMWK.
3.5 Effect of Agreement. The execution and delivery by
AMWK of this Agreement and the consummation of the transactions
herein contemplated, (i) will not conflict with, or result in a
breach of the terms of, or constitute any default under or
violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of AMWK,
or any material agreement or instrument to which AMWK is a party
or by which it is bound or is subject; (ii) nor will it give to
others any interest or rights, including rights of termination,
acceleration or cancellation, in or with respect to any of the
properties, assets, agreements, leases, or business of AMWK.
3.6 Finders. AMWK is obligated to Norwood Enterprises,
Inc. for financial advise and as a finder's fees in connection
with the transactions contemplated by this Agreement.
3.7 Litigation; Claims. AMWK is not a party to, and there
are not any claims, actions, suits, investigations or
proceedings pending or threatened against CVS or its business at
law or in equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality, domestic
or foreign, which is determined adversely would have a material
effect on the business or financial condition of AMWK or the
ability of AMWK to carry on its business. The consummation of
the transactions herein contemplated will not conflict with or
result in the breach or violation of any judgment, order, writ,
injunction or decree of any court or governmental department,
commission, board, bureau, agency or instrumentality domestic or
foreign.
3.8 Compliance with Laws and Regulations. AMWK has
complied with, and is not in violation of any federal, state,
local or foreign statute, law, rule or regulation with respect
to the conduct of AMWK's businesses, which violation might have
a material adverse effect on the business, financial condition
or earnings of AMWK. All of the issued and outstanding shares
of stock of AMWK is validly issue, fully paid and non-
assessable. Said shares are qualified for trading on the OTC
Bulletin Board System, sponsored by the NASD Regulation, Inc.
Other than AMWK being required to comply with the disclosure
rules applicable for continued trading on the OTC Bulletin
Board, said shares conform to the disclosures contained in
AMWK's Information and Disclosure Statement prepared pursuant to
Rule 15c2-11(a)(5) promulgated under the Securities Exchange Act
of 1934, as amended.
3.9 Contracts and Other Acquisitions. Prior to the
closing, AMWK will furnish to CVS and Shareholder, and each of
them, with a true and complete list and description of all
material contracts and letters of intent by and between AMWK and
others. Each of the agreements, contracts, commitments, plans
and other instruments, documents and undertakings are valid and
enforceable in accordance with its terms. Said agreements
include, but are not limited to, the agreements by and between
AMWK and Access Business Capital/AmeriStar Mortgage, Inc and
Mortgage Internet Technologies, Inc. Said agreements provided,
in part, for the sale and issuance of additional shares and
options, including but not limited to, additional fees for
financial advice and as finder's fees in connection with the
transactions contemplated therein. Notwithstanding anything
contained herein to the contrary, including the shares of stock
to be exchanged pursuant to this Agreement, AMWK is not obligated
to issue in excess of 10,775,000 shares of its common stock and
no shares of its preferred stock.
3.10 Nature of Representations. No representation,
warranty or agreement made by AMWK in this Agreement or any of
the Schedules or any other Exhibits hereto and no statement made
in Schedules or any such Exhibit, list certificate or schedule
or other instrument or disclosure furnished by them in
connection with the transactions herein contemplated contains,
or will contain, any untrue statement or a material fact
necessary to make any statement, representation, warranty or
agreement not misleading.
Article IV
REPRESENTATIONS AND WARRANTIES OF CVS AND Shareholder
CVS and Shareholder, and each of them, represent and
warrant to AMWK as follows:
4.1 Organization. CVS is a corporation duly incorporated,
validly existing and, at the closing, in good standing under the
laws of the State of Delaware and has the corporation power and
authority to own or lease its properties and to carry on
business as now being conducted.
4.2 Capitalization. The authorized capital stock of
CVS consists of one class of shares of stock, the total number
of shares which CVS is authorized to issue is 1,500 shares, of
which 1,500 shares are presently issued and outstanding and held
by five (5) individuals. There are no outstanding options or
warrants to acquire additional shares.
4.3 Authority CVS and Shareholder have the full power and
authority to enter into this Agreement and to carry out its
obligations hereunder. Other than approval by the Board of
Directors and/or Shareholder, no proceedings on the part of
Shareholder is necessary to authorize this Agreement or the
transactions contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of CVS and Shareholder
enforceable in accordance with its terms.
4.4 Financial Statements. CVS has furnished to AMWK its
unaudited financial statements as of March 31, 1999. Said
financial statements, (i) are in accordance with CVS's books and
records, (ii) present fairly and financial position of CVS as of
such dates, and its results of operations and changes in
financial position for the respective periods indicated, (iii)
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and (iv)
consistent with prior business practice, contain adequate
reserves for all known or contingent liabilities, losses and
refunds with respect to services or products already rendered or
sold.
4.5 All Patent/License Rights. To the best of its
knowledge, subject to filing a patent application, CVS owns or
possesses the requisite licenses or other rights to use all
licenses, patents, trademarks, services marks, service names and
trade names presently used. There is no claim or action by any
person, or proceeding pending, or threatened which challenges
the exclusive rights of CVS with respect to said rights used, or
contemplated to be used, in CVS's business. Nothing herein
contained have or shall be deemed to constitute a representation
or warranty that such licenses, patents, trademark, or trade
names may not be utilized or challenged in the future, and that
they will be upheld if challenged, or granted, if applied for.
4.6 Contracts/Other Rights. Prior to the closing, CVS
will furnish AMWK with a true and complete list and description
of all material contracts and licenses by and between CVS and
Shareholder, between them and with others. Each of the
agreements, contract, commitments, leases, plans and other
instruments, documents and undertakings to be supplied is valid
and enforceable in accordance with its terms. CVS is not in
default of the performance, observance or fulfillment of any
material obligations, covenant or condition contained therein;
and no event has occurred which with or without the giving of
notice or lapse of time, or both, would constitute a default
thereunder; furthermore, except as may be disclosed in writing
at the time of delivery, no such agreement, contract,
commitment, lease, plan or other instrument, document or
undertaking, in the reasonable opinion of CVS, contains any
contractual requirement with which there is a likelihood CVS
will be unable to comply.
4.7 Effect of Agreement. The execution and delivery by
CVS and Shareholder of this Agreement and the consummation of
the transactions herein contemplated, (i) will not conflict
with, or result in a breach of the terms of, or constitute a
default under authority, or the Articles of Incorporation or By-
Laws or CVS, or a party or by which it is bound or is subject;
(ii) nor will it give to rise to any interests or rights,
including rights of termination, acceleration or cancellation,
in or with respect to any of the properties, assets, agreements,
leases, or business of CVS.
4.8 Minutes Book. The records of meetings and other
corporate actions of the Board of Directors of CVS which are
contained in the Minute Books of CVS contain complete and
accurate records of the matters reflected in such minutes.
4.09. Litigation; Claims. Neither Shareholder nor CVS
is a party to, and there are not any claims, actions, suites,
investigations or proceedings pending or threatened against CVS
or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined
adversely would have a material effect on the business or
financial condition or CVS or the ability of CVS to carry on its
business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or
violation of any judgment, order, writ, injunction or decree of
any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign
4.10 Compliance with Laws and Regulations. To the best of
their knowledge, CVS and Shareholder have complied with, and are
not in violation of any federal, state, local or foreign
statute, law, rule or regulation with respect to the conduct of
CVS's businesses, which violation might have a material adverse
effect on the business, financial condition or earnings of CVS.
4.11 Finders . CVS and Shareholder, and each of them, is
not obligated, absolutely or contingently, to any person for
financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated
by this agreement.
4.12 Nature of Representations. CVS and Shareholder have
taken reasonable care to ensure that all disclosures and facts
are true and accurate and that there are no other material
facts, the omission of which would make misleading any statement
herein. Further, no representation, warranty or agreement made
by CVS and Shareholder in this Agreement or any of the Schedules
or any other Exhibits hereto and no statement made in the
Schedules or any such Exhibit, list, certificate or schedule or
other instrument of disclosure furnished by them in connection
with the transactions herein contemplated contains, or will
contain, any untrue statement or a material fact necessary to
made any statement, representation, warranty or agreement not
misleading.
Article V
ACCESS TO INFORMATION
5.1 AMWK's Access to Information. Shareholder and
Shareholder shall afford representatives of AMWK reasonable
access to officers, personnel, and professional representative
of CVS and such of the financial, contractual and corporate
records of CVS as shall be reasonably necessary for AMWK's
investigations and appraisal of CVS.
5.2 CVS and Shareholder's Assess to Information. AMWK
shall afford representatives of CVS and Shareholders reasonable
access to officers, personnel and professional representatives
of AMWK and such of the financial, contractual and corporate
records of AMWK as shall be reasonably necessary for CVS and
Shareholder's investigation and appraisal of AMWK.
5.3 Effect of Investigations. Any such investigation by
each of the parties shall not affect any of the representations
and warranties hereunder and shall not be conducted in such
manner as to interfere unreasonably with the operation of the
business of CVS.
Article VI
CONDITIONS TO OBLIGATIONS OF AMWK
The obligations of AMWK under this Agreement are, at the
option of AMWK, subject to the satisfaction, at and prior to the
Closing Date, of the following conditions:
6.1 Fulfillment of Covenants. All the terms ,
covenants and conditions of this Agreement to be complied with
and performed by CVS at or before the Closing Date shall have
been duly complied with and performed.
6.2 Accuracy of Representations and Warranties; Other
Documents. All of the representations and warranties made by
all parties to this Agreement shall be true as of the Closing
Date.
6.3 No Litigation. There shall be no action, proceeding,
investigation or pending or actual litigation the purpose of
which is to enjoin the transactions contemplated by this
Agreement or which would have the effect, if successful, of
imposing a material liability upon CVS, or any of the officers
or directors thereof, because of this consummation of the
transaction contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF Shareholder
The obligations of Shareholder under this Agreement are, at
the option of Shareholder, subject to the satisfaction, at and
prior to the Closing Date, of the following conditions:
7.2 Accuracy of Representations and Warranties; Other
Documents. All of the representations and warranties made by
all parties to this Agreement shall be true as of the Closing
Date.
7.3 No Litigation. There shall be no action, proceeding,
investigation or pending or actual litigation the purpose of
which is to enjoin or may be to enjoin the transactions
contemplated by this Agreement or which would have the effect,
if successful, of imposing a material liability upon CVS, or any
of the officers or directors thereof, because of the
consummation of the transactions contemplated by this Agreement.
Article VIII
CLOSING
8.1 Closing Date. The consummation of the exchange shall
take place on April 16, 1999, or sooner, at the offices of
AmeriStar Network, Inc., 321 North Mall Drive; Suite 0-102, St.
George, Utah 84790, or such other time or place as shall be
mutually agreed upon by the parties to this Agreement.
8.2. Actions to be Taken by Parties on the Closing Date.
On the Closing Date, each party shall deliver to the other
all documents or agreements provided herein to be delivered on
the Closing Date.
8.3 Directors. On the Closing Date, AMWK shall cause
to be appointed to the Board of Directors such nominees of
Shareholder so as to provide Shareholder with an equal number or
directors as are then existing on the Board of Directors of
AMWK.
8.4 Other. Except for such reasonable actions that may
be required to complete the transactions described in 3.9 above,
between the date hereof and the Closing Date, AMWK will take no
actions, other than those reasonably required to consummate a
closing, without the prior written consent of CVS.
8.5 Securities Act of 1934 Filings. Between the date
hereof and the Closing Date, and thereafter, AMWK shall continue
to diligently cause to be prepared and filed with the Securities
and Exchange Commission a Form 10SB12G under the Securities
Exchange Act of 1934, as amended. Further, as soon as practical
after the execution of this Agreement, this Agreement, together
with all documents referred to therein, shall be delivered to
Kenneth G. Eade, 143 South Board of Directors Street, Oxnard,
California 93030, AMWK's special securities counsel. It is a
material inducement for all parties to have AMWK in full
compliance under the Securities Exchange Act of 1934, as
amended, prior to August, 1999.
Article IX
INDEMNIFICATION AND ARBITRATION
9.1 Indemnification. Each of the parties agree to
indemnify and hold harmless the other against any and all
damages, claims, losses, expenses, obligations and liabilities
(including reasonable attorney's fees) resulting from or related
to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions
or agreement s in this Agreement or in any schedule,
certificate, exhibit or other documents furnished, or to be
furnished under this Agreement.
9.2 Claims of Indemnification. Any claim for
indemnification pursuant to this Agreement, unless otherwise
received by means of direct negotiation among the parties upon
reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing
of the nature and amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
10.1 Expenses. All costs and expenses of the transaction
contemplated herein shall be borne by the respective parties
hereto. All costs and expenses advanced by one party for the
benefit of any other party shall not be subject to reimbursement
if there is no closing.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 Survival. All statements contained in the Schedules,
any Exhibit or other instrument delivered by or on behalf of the
CVS's or in connection with the transactions contemplated by
this Agreement, shall be deemed to be representations made by or
on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XII
General
12.1 Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement or the application of such term
or provision to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provisions of this Agreement
shall be valid and be enforced to the fullest extent permitted
by law.
12.2 Waiver. No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof, or of any other covenant
or provision herein contained. No extension of time for
performance of any obligation or act shall be deemed and
extension of time for performance of any other obligation or
act.
12.3 Notices. All notices or other communications required
or permitted hereunde shall be in writing, and shall be sent b7
registered or certified mail, postage prepaid, reutrn receipt
requested, and shall be deemed received upon mailing thereof.
To: CVS Technologies, Inc.
21 Rippling Creek Drive
Sugar Land, Texas 77479
To: Shareholder
[To the address set forth on the signature line]
To: AmeriStar Network, inc.
321 North Mall Drive, Suite 0-102
St. George, Utah 84790
Notice of change of address shall be given by written
notice in the manner detailed in this subparagraph 12.3.
12.4 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.
12.5 Professional Fees. In the event of the bringing of
any action or suit by a party hereto against another party
hereunder by reason of any breach of any of the covenants,
agreements or provisions on the part of the other party arising
out of this Agreement, then in that event the prevailing party
shall be entitled to have and recover of and from the other
party all costs and expenses of the action or suit, including
actual attorney's fees, accounting fees, and other professional
fees resulting therefrom.
12.6 Entire Agreement. This Agreement is the final
expression of, and contains the entire agreement between, the
parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto. This Agreement
may not be modified, changed, supplemented or terminated, nor
may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent
duly authorized in writing or as otherwise expressly permitted
herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the
parties hereto.
12.7 Time of Essence. The parties hereby acknowledge and
agree that time is strictly of the essence with respect to each
and every term, condition, obligation and provision hereof and
that failure to timely perform any of the terms, conditions,
obligations or provisions hereof by either party shall
constitute a material breach of any non-curable (but waivable)
default under this Agreement by the party so failing to perform.
12.8 Construction. Headings at the beginning of each
paragraph and subparagraph are solely for the convenience of the
parties and are not a part of the Agreement. Whenever required
by the context of this Agreement, the singular shall include the
plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by
one of the parties, but rather as if both parties had prepared
the same. Unless otherwise indicated, all references to
paragraphs and subparagraphs are to this Agreement. In the
event the date on which any party is required to take any action
under the terms of this Agreement is not a business day, the
action shall be taken on the next succeeding day.
12.9 Counterparts. This Agreement may be executed in one
or more counter parts, each of which shall be an original and
all of which taken together shall constitute one instrument.
12.10. Governing Law. The parties hereto expressly agree
that this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State
of Utah.
In witness whereof, THE PARTIES HERETO HAVE EXECUTED THIS
Agreement in Los Angeles, California.
DATED April 13, 1999 AMERISTAR NETWORK, INC.
By:/s/O. Russell Crandall, Jr., President
DATED: April 13, 1999 CVS TECHNOLOGIES, INC.
By: /s/ Michael Avery, President
SHAREHOLDER
/s/ Scott J. Stratton
5161 San Felipe, Suite 320
Houston, Texas 77056
/s/ James R. Herbert
21 Rippling Creek Drive
Sugar Land, Texas 77479
/s/ Tracy Gnagy
21 Rippling Creek Drive
Sugar Land, Texas 77479
/s/ Leslie Catsman Avery
3 S 281 Park Boulevard
Glen Ellyn, Illinois 60137
/s/ Michael Avery
3 S 281 Park Boulevard
Glen Ellyn, Illinois 60137
EXHIBIT 10(e)
<SEQUENCE>
[DESCRIPTION]ACQUISITION AGREEMENT OF AMERISTAR MORTGAGE, INC.
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter
referred to as the "Agreement") is entered into as of this 25th
day of April, 1999, by and between AMERISTAR MORTGAGE, INC.
(hereinafter referred to as "MTG" and DAVID M. TEW, the
shareholder of MTG (hereinafter referred to as "Shareholder"),
and AMERISTAR NETWORK, INC. (hereinafter referred to as "AMWK").
WITNESSETH
WHEREAS, MTG is a Delaware corporation with authorized
capital stock of 1,500 shares, of which 1,500 shares were issued
and outstanding as of March 31, 1999 (hereinafter "MTG Shares");
WHEREAS, AMWK is a Delaware corporation with authorized
capital stock of 100,000,000 shares, 90,000,000 of which are
common stock at a par value of $.001, and 10,000,000 of which
are preferred stock at a par value of $.001, of which 5,085,855
shares were issued and outstanding as of March 31, 1999.
WHEREAS, AMWK desires to purchase from Shareholder all of
the issued and outstanding shares of MTG owned by Shareholder in
exchange solely for AMWK shares of common stock ("Stock"); and
WHEREAS, it is the intention of Shareholder to exchange the
MTG Shares held by it for Stock of AMWK on the terms and
conditions set forth herein; and
WHEREAS, it is the intention of AMWK, MTG and Shareholder
that the transactions contemplated hereby constitute a tax-free
"reorganization" as defined in the Internal Revenue Code of
1986, as amended and that all the terms and provisions of this
Agreement be interpreted, construed and enforced to effectuate
this intent.
NOW THEREFORE in consideration of the foregoing and the
mutual covenants, promises, representations and warranties
contained herein, the parties hereto agree as follows:
Article 1
EXCHANGE
1.1 Exchange of Stock of MTG. At the Closing Date (as
defined in Article VII hereof), in accordance with the
provisions of this Agreement and applicable lae, Shareholder
shall transfer and AMWK shall acquire all of the MTG Shares
owned by Shareholder.
Article II
CONSIDERATION
2.1 Exchange. Shareholder and AMWK agree that all of the
MTG Shares owned by Shareholder shall be exchanged with AMWK for
5,500,000 shares of common stock. All such Stock shall be
issued in certificates of such denominations, amounts and names
as may be requested by Shareholder.
2.2 Investment Intent. Shareholder represents and warrants
that it is acquiring said shares for investment purposes only
and not with a view toward resale or redistribution in violation
of state and federal securities laws. Shareholder agrees to
deliver to AMWK at the closing, a letter setting forth an
agreement that said shares are being acquired for investment
purposes only and will not be sold except in compliance with the
Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder.
2.3 Delivery. At said closing, Shareholder shall deliver
certificates for the shares of MTG, duly endorsed in negotiable
form, with signatures guaranteed, free and clear from all claims
and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF AMWK
AMWK represents the warrants to Shareholder as follows:
3.1 Organization. AMWK is a corporation duly
incorporated, validly existing and, at the closing, in good
standing under the laws of the State of Delaware and has the
corporation power and authority to own or lease its properties
and to carry on business as now being conducted.
3.2 Capitalization. Prior to the Closing Date, the
authorized capital stock of AMWK shall consist of 100,000,000
shares, 90,000,000 of which are common stock at a par value of
$.001 and 10,000,000 of which are preferred stock at a par value
of $.001, of which not to exceed 15,000,000 are issued and
outstanding, and not to exceed 9,120,000 shares are to be issued
pursuant to other agreements. AMWK presently has agreed to sell
and issue an option to David Warner to acquire not to exceed
1,380,000 shares of stock in connection with the acquisition of
Mortgage Internet Technologies, Inc. from David Warner. Except
for this contingent obligation to sell and issue securities,
there are no other outstanding options or warrants to acquire
addition shares of AMWK.
3.3 Financial Statements. AMWK has furnished to
Shareholder financial statements in the form to be disclosed of
the Securities and Exchange Commission. All of said financial
statements, (i) are in accordance with AMWK's books and records,
(ii) present fairly and financial position of AMWK as of such
dates, and its results of operations and changes in financial
position for the respective periods indicated, (iii) have been
prepared in conformity width generally accepted accounting
principles applied on a consistent basis, and (iv) consistent
with prior business practice, contain adequate reserves for all
known or contingent liabilities, loss and refunds with respect
to services or products already rendered or sold.
3.4 Authorization. AMWK has the power to enter into this
Agreement, and this Agreement, when duly executed and delivered,
will constitute the valid and binding obligation of AMWK.
3.5 Effect of Agreement. The execution and delivery by
AMWK of this Agreement and the consummation of the transactions
herein contemplated, (i) will not conflict with, or result in a
breach of the terms of, or constitute any default under or
violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of AMWK,
or any material agreement or instrument to which AMWK is a party
or by which it is bound or is subject; (ii) nor will it give to
others any interest or rights, including rights of termination,
acceleration or cancellation, in or with respect to any of the
properties, assets, agreements, leases, or business of AMWK.
3.6 Finders. AMWK is obligated to Norwood Enterprises,
Inc. for financial advise and as a finder's fees in connection
with the transactions contemplated by this Agreement.
3.7 Litigation; Claims. AMWK is not a party to, and there
are not any claims, actions, suits, investigations or
proceedings pending or threatened against MTG or its business at
law or in equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality, domestic
or foreign, which is determined adversely would have a material
effect on the business or financial condition of AMWK or the
ability of AMWK to carry on its business. The consummation of
the transactions herein contemplated will not conflict with or
result in the breach or violation of any judgment, order, writ,
injunction or decree of any court or governmental department,
commission, board, bureau, agency or instrumentality domestic or
foreign.
3.8 Compliance with Laws and Regulations. AMWK has
complied with, and is not in violation of any federal, state,
local or foreign statute, law, rule or regulation with respect
to the conduct of AMWK's businesses, which violation might have
a material adverse effect on the business, financial condition
or earnings of AMWK. All of the issued and outstanding shares
of stock of AMWK is validly issue, fully paid and non-
assessable. Said shares are qualified for trading on the OTC
Bulletin Board System, sponsored by the NASD Regulation, Inc.
Other than AMWK being required to comply with the disclosure
rules applicable for continued trading on the OTC Bulletin
Board, said shares conform to the disclosures contained in
AMWK's Information and Disclosure Statement prepared pursuant to
Rule 15c2-11(a)(5) promulgated under the Securities Exchange Act
of 1934, as amended.
3.9 Contracts and Other Acquisitions. Prior to the
closing, AMWK will furnish to MTG and Shareholder, and each of
them, with a true and complete list and description of all
material contracts and letters of intent by and between AMWK and
others. Each of the agreements, contracts, commitments, plans
and other instruments, documents and undertakings are valid and
enforceable in accordance with its terms. Said agreements
include, but are not limited to, the agreements by and between
AMWK and Access Business Capital/AmeriStar Mortgage, Inc and
Mortgage Internet Technologies, Inc. Said agreements provided,
in part, for the sale and issuance of additional shares and
options, including but not limited to, additional fees for
financial advice and as finder's fees in connection with the
transactions contemplated therein. Notwithstanding nything
contained herein to the contrary, including the shares of stock
to be exchanged pursuant to this Agreement, AMWK is ot obligated
to issue in excess of 10,775,000 shares of its common stock and
no shares of its preferred stock.
3.10 Nature of Representations. No representation,
warranty or agreement made by AMWK in this Agreement or any of
the Schedules or any other Exhibits hereto and no statement made
in Schedules or any such Exhibit, list certificate or schedule
or other instrument or disclosure furnished by them in
connection with the transactions herein contemplated contains,
or will contain, any untrue statement or a material fact
necessary to make any statement, representation, warranty or
agreement not misleading.
Article IV
REPRESENTATIONS AND WARRANTIES OF MTG AND Shareholder
MTG and Shareholder, and each of them, represent and
warrant to AMWK as follows:
4.1 Organization. MTG is a corporation duly incorporated,
validly existing and, at the closing, in good standing under the
laws of the State of Delaware and has the corporation power and
authority to own or lease its properties and to carry on
business as now being conducted.
4.2 Capitalization. The authorized capital stock of
MTG consists of one class of shares of stock, the total number
of shares which MTG is authorized to issue is 1,500 shares, of
which 1,500 shares are presently issued and outstanding and held
by five (5) individuals. There are no outstanding options or
warrants to acquire additional shares.
4.3 Authority MTG and Shareholder have the full power and
authority to enter into this Agreement and to carry out its
obligations hereunder. Other than approval by the Board of
Directors and/or Shareholder, no proceedings on the part of
Shareholder is necessary to authorize this Agreement or the
transactions contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of MTG and Shareholder
enforceable in accordance with its terms.
4.4 Financial Statements. MTG has furnished to AMWK its
unaudited financial statements as of March 31, 1999. Said
financial statements, (i) are in accordance with MTG's books and
records, (ii) present fairly and financial position of MTG as of
such dates, and its results of operations and changes in
financial position for the respective periods indicated, (iii)
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and (iv)
consistent with prior business practice, contain adequate
reserves for all known or contingent liabilities, losses and
refunds with respect to services or products already rendered or
sold.
4.5 All Patent/License Rights. To the best of its
knowledge, subject to filing a patent application, MTG owns or
possesses the requisite licenses or other rights to use all
licenses, patents, trademarks, services marks, service names and
trade names presently used. There is no claim or action by any
person, or proceeding pending, or threatened which challenges
the exclusive rights of MTG with respect to said rights used, or
contemplated to be used, in MTGs business. Nothing herein
contained have or shall be deemed to constitute a representation
or warranty that such licenses, patents, trademark, or trade
names may not be utilized or challenged in the future, and that
they will be upheld if challenged, ro granted, if applied for.
4.6 Contracts/Other Rights. Prior to the closing, MTG
will furnish AMWK with a true and complete list and description
of all material contracts and licenses by and between MTG and
Shareholder, between them and with others. Each of the
agreements, contract, commitments, leases, plans and other
instruments, documents and undertakings to be supplied is valid
and enforceable in accordance with its terms. MTG is not in
default of the performance, observance or fulfillment of any
material obligations, covenant or condition contained therein;
and no event has occurred which with or without the giving of
notice or lapse of time, or both, would constitute a default
thereunder; furthermore, except as may be disclosed in writing
at the time of delivery, no such agreement, contract,
commitment, lease, plan or other instrument, document or
undertaking, in the reasonable opinion of MTG, contains any
contractual requirement with which there is a likelihood MTG
will be unable to comply.
4.7 Effect of Agreement. The execution and delivery by
MTG and Shareholder of this Agreement and the consummation of
the transactions herein contemplated, (i) will not conflict
with, or result in a breach of the terms of, or constitute a
default under authority, or the Articles of Incorporation or By-
Laws or MTG, or a party or by which it is bound or is subject;
(ii) nor will it give to rise to any interests or rights,
including rights of termination, acceleration or cancellation,
in or with respect to any of the properties, assets, agreements,
leases, or business of MTG.
4.8 Minutes Book. The records of meetings and other
corporate actions of the Board of Directors of MTG which are
contained in the Minute Books of MTG contain complete and
accurate records of the matters reflected in such minutes.
4.09. Litigation; Claims. Neither Shareholder nor MTG
is a party to, and there are not any claims, actions, suites,
investigations or proceedings pending or threatened against MTG
or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined
adversely would have a material effect on the business or
financial condition or MTG or the ability of MTG to carry on its
business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or
violation of any judgment, order, writ, injunction or decree of
any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign
4.10 Compliance with Laws and Regulations. To the best of
their knowledge, MTG and Shareholder have complied with, and are
not in violation of any federal, state, local or foreign
statute, law, rule or regulation with respect to the conduct of
MTG's businesses, which violation might have a material adverse
effect on the business, financial condition or earnings of MTG.
4.11 Finders . MTG and Shareholder, and each of them, is
not obligated, absolutely or contingently, to any person for
financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated
by this agreement.
4.12 Nature of Representations. MTG and Shareholder have
taken reasonable care to ensure that all disclosures and facts
are true and accurate and that there are no other material
facts, the omission of which would make misleading any statement
herein. Further, no representation, warranty or agreement made
by MTG and Shareholder in this Agreement or any of the Schedules
or any other Exhibits hereto and no statement made in the
Schedules or any such Exhibit, list, certificate or schedule or
other instrument of disclosure furnished by them in connection
with the transactions herein contemplated contains, or will
contain, any untrue statement or a material fact necessary to
made any statement, representation, warranty or agreement not
misleading.
Article V
ACCESS TO INFORMATION
5.1 AMWK's Access to Information. Shareholder and
Shareholder shall afford representatives of AMWK reasonable
access to officers, personnel, and professional representative
of MTG and such of the financial, contractual and corporate
records of MTG as shall be reasonably necessary for AMWK's
investigations and appraisal of MTG.
5.2 MTG and Shareholder's Assess to Information. AMWK
shall afford representatives of MTG and Shareholders reasonable
access to officers, personnel and professional representatives
of AMWK and such of the financial, contractual and corporate
records of AMWK as shall be reasonably necessary for MTG and
Shareholder's investigation and appraisal of AMWK.
5.3 Effect of Investigations. Any such investigation by
each of the parties shall not affect any of the representations
and warranties hereunder and shall not be conducted in such
manner as to interfere unreasonably with the operation of the
business of MTG.
Article VI
CONDITIONS TO OBLIGATIONS OF AMWK
The obligations of AMWK under this Agreement are, at the
option of AMWK, subject to the satisfaction, at and prior to the
Closing Date, of the following conditions:
6.1 Fulfillment of Covenants. All the terms ,
covenants and conditions of this Agreement to be complied with
and performed by MTG at or before the Closing Date shall have
been duly complied with and performed.
6.2 Accuracy of Representations and Warranties; Other
Documents. All of the representations and warranties made by
all parties to this Agreement shall be true as of the Closing
Date.
6.3 No Litigation. There shall be no action, proceeding,
investigation or pending or actual litigation the purpose of
which is to enjoin the transactions contemplated by this
Agreement or which would have the effect, if successful, of
imposing a material liability upon MTG, or any of the officers
or directors thereof, because of this consummation of the
transaction contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF Shareholder
The obligations of Shareholder under this Agreement are, at
the option of Shareholder, subject to the satisfaction, at and
prior to the Closing Date, of the following conditions:
7.2 Accuracy of Representations and Warranties; Other
Documents. All of the representations and warranties made by
all parties to this Agreement shall be true as of the Closing
Date.
7.3 No Litigation. There shall be no action, proceeding,
investigation or pending or actual litigation the purpose of
which is to enjoin or may be to enjoin the transactions
contemplated by this Agreement or which would have the effect,
if successful, of imposing a material liability upon MTG, or any
of the officers or directors thereof, because of the
consummation of the transactions contemplated by this Agreement.
Article VIII
CLOSING
8.1 Closing Date. The consummation of the exchange shall
take place on April 16, 1999, or sooner, at the offices of
AmeriStar Network, Inc., 321 North Mall Drive; Suite 0-102, St.
George, Utah 84790, or such other time or place as shall be
mutually agreed upon by the parties to this Agreement.
8.2. Actions to be Taken by Parties on the Closing Date.
On the Closing Date, each party shall deliver to the other
all documents or agreements provided herein to be delivered on
the Closing Date.
8.3 Directors. On the Closing Date, AMWK shall cause
to be appointed to the Board of Directors such nominees of
Shareholder so as to provide Shareholder with an equal number or
directors as are then existing on the Board of Directors of
AMWK.
8.4 Other. Except for such reasonable actions that may
be required to complete the transactions described in 3.9 above,
between the date hereof and the Closing Date, AMWK will take no
actions, other than those reasonably required to consummate a
closing, without the prior written consent of MTG.
8.5 Securities Act of 1934 Filings. Between the date
hereof and the Closing Date, and thereafter, AMWK shall continue
to diligently cause to be prepared and filed with the Securities
and Exchange Commission a Form 10SB12G under the Securities
Exchange Act of 1934, as amended. Further, as soon as practical
after the execution of this Agreement, this Agreement, together
with all documents referred to therein, shall be delivered to
Kenneth G. Eade, 143 South Board of Directors Street, Oxnard,
California 93030, AMWK's special securities counsel. It is a
material inducement for all parties to have AMWK in full
compliance under the Securities Exchange Act of 1934, as
amended, prior to August, 1999.
Article IX
INDEMNIFICATION AND ARBITRATION
9.1 Indemnification. Each of the parties agree to
indemnify and hold harmless the other against any and all
damages, claims, losses, expenses, obligations and liabilities
(including reasonable attorney's fees) resulting from or related
to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions
or agreement s in this Agreement or in any schedule,
certificate, exhibit or other documents furnished, or to be
furnished under this Agreement.
9.2 Claims of Indemnification. Any claim for
indemnification pursuant to this Agreement, unless otherwise
received by means of direct negotiation among the parties upon
reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing
of the nature and amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
10.1 Expenses. All costs and expenses of the transaction
contemplated herein shall be borne by the respective parties
hereto. All costs and expenses advanced by one party for the
benefit of any other party shall not be subject to reimbursement
if there is no closing.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 Survival. All statements contained in the Schedules,
any Exhibit or other instrument delivered by or on behalf of the
MTG's or in connection with the transactions contemplated by
this Agreement, shall be deemed to be representations made by or
on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
Article XII
General
12.1 Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement or the application of such term
or provision to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provisions of this Agreement
shall be valid and be enforced to the fullest extent permitted
by law.
12.2 Waiver. No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof, or of any other covenant
or provision herein contained. No extension of time for
performance of any obligation or act shall be deemed and
extension of time for performance of any other obligation or
act.
12.3 Notices. All notices or other communications required
or permitted hereunder shall be in writing, and shall be sent by
registered or certified mail, postage prepaid, return receipt
requested, and shall be deemed received upon mailing thereof.
To: AMERISTAR MORTGAGE, INC.
6198 Goldfinch Drive
Fayetteville, North Carolina 28306
To: Shareholder
[To the address set forth on the signature line]
To: AmeriStar Network, Inc.
321 North Mall Drive, Suite 0-102
St. George, Utah 84790
Notice of change of address shall be given by written
notice in the manner detailed in this subparagraph 12.3.
12.4 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.
12.5 Professional Fees. In the event of the bringing of
any action or suit by a party hereto against another party
hereunder by reason of any breach of any of the covenants,
agreements or provisions on the part of the other party arising
out of this Agreement, then in that event the prevailing party
shall be entitled to have and recover of and from the other
party all costs and expenses of the action or suit, including
actual attorney's fees, accounting fees, and other professional
fees resulting therefrom.
12.6 Entire Agreement. This Agreement is the final
expression of, and contains the entire agreement between, the
parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto. This Agreement
may not be modified, changed, supplemented or terminated, nor
may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent
duly authorized in writing or as otherwise expressly permitted
herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the
parties hereto.
12.7 Time of Essence. The parties hereby acknowledge and
agree that time is strictly of the essence with respect to each
and every term, condition, obligation and provision hereof and
that failure to timely perform any of the terms, conditions,
obligations or provisions hereof by either party shall
constitute a material breach of any non-curable (but waivable)
default under this Agreement by the party so failing to perform.
12.8 Construction. Headings at the beginning of each
paragraph and subparagraph are solely for the convenience of the
parties and are not a part of the Agreement. Whenever required
by the context of this Agreement, the singular shall include the
plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by
one of the parties, but rather as if both parties had prepared
the same. Unless otherwise indicated, all references to
paragraphs and subparagraphs are to this Agreement. In the
event the date on which any party is required to take any action
under the terms of this Agreement is not a business day, the
action shall be taken on the next succeeding day.
12.9 Counterparts. This Agreement may be executed in one
or more counter parts, each of which shall be an original and
all of which taken together shall constitute one instrument.
12.10. Governing Law. The parties hereto expressly agree
that this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State
of Utah.
In witness whereof, THE PARTIES HERETO HAVE EXECUTED THIS
Agreement in Los Angeles, California.
DATED April 25, 1999 AMERISTAR NETWORK, INC.
By: /s/ O. Russell Crandall, Jr., President
DATED: April 25, 1999 AMERISTAR MORTGAGE, INC.
By: /s/David Tew, President
SHAREHOLDER
By: /s/ David Tew
EXHIBIT 10(g)
<SEQUENCE>
[DESCRIPTION]LETTER OF INTENT GOVERNMENT MICRO RESOURCES, INC.
Letter of Intent to Purchase an Interest in
and provide Investment Funds to
GOVERNMENT MICRO RESOURCES, INC. (GMR)
This offer is made this 5th day of may, 1999, by CVS
Technologies, Inc. ("CVS"), a Delaware Corporation, or AmeriStar
Network, Inc. (AMWK), a Delaware Corporation, to Government Micro
Resources, Inc. (GMR), a California Corporation.
WHEREAS CVS/AMWK is desirous of acquiring an interest in GMR on
the following terms and conditions, namely;
1. CVS/AMWK will acquire a forty nine percent (49%) interest
in GMR for an amount of AMWK common stock and a sum of cash to
be determined in a definitive agreement. A deposit of $500,000
shall be paid upon execution of this letter of intent.
GMR receives the necessary capital for expansion and operations,
and will maintain an ongoing interest in AMWK. Such interest
provides an ongoing synergistic relationship with vertical
integration of Goods and Services between all associated
companies under the CVS/AMWK
umbrella.
CVS/AMWK will provide ongoing financial guidance, direction and
assistance to the Company for a term of seven (7) years. Any
material changes to the Company's mode of operation must have an
eighty percent (80%) voting majority agreement of all parties.
CVS/AMWK will provide ongoing financial guidance, direction and
assistance to GMR for a term of seven (7) years. Any material
changes to the Company's mode of operation must have an eighty
percent (805) voting majority agreement of all parties, or as
otherwise agreed to by both parties.
2. CVS/AMWK will provide satisfactory evidence and ability to
fund such acquisition purchase within thirty (30) days of
acceptance of this offer, or as may otherwise be agreed to by
both parties.
3. CVS/AMWK requires up to 45 days or less from the date of
signing to complete it's due diligence and satisfy itself as to
the status and condition of GMR and complete a final Investment
Agreement unless otherwise agreed to by both parties. GMR will
provide three (3) years Financial Statements and Tax Returns, to
assist CVS/AMWK with their efforts of due diligence within the
45 day period. Closing will occur 10 business days after
completion of due diligence.
4. CVS/AMWK agrees to treat the receipt and examination of all
foregoing information on a completely confidential and
proprietary basis and further agrees not to circumvent, avoid,
bypass or obviate the interests of GMR.
5. CVS/AMWK further agrees not to reveal or discuss any
proprietary information of GMR, with any third party, without
the written permission of GMR.
6. CVS/AMWK shall receive from GMR, an invitation to place one
(1) member of CVS/AMWK, on its Board of Directors.
WHEREAS, GMR, hereby agrees to provide the following to
CVS/AMWK, namely;
1. GMR to provide, upon request, all existing business
contacts, bids, partnership agreements and contracts, including
history of such relationships.
2. GMR to furnish all past operating financial statements,
list of liabilities, books, records minutes of the meetings,
Corporate Documents, Letters of Registration and list of all
assets or other information that may be required by CVS/AMWK or
assigns.
If any provision contained in this agreement is for any reason
held to be invalid or unenforceable, such provision shall be
fully severable. In lieu of such invalid or unenforceable
provision there shall be added a provision as similar in terms
as may be valid and enforceable. This addition must be approved
in writing by all parties or third party arbitration. Such
arbitration shall be deemed final.
Nothing contained in this Agreement shall be construed as
obligating either Party to this Agreement to purchase or to sell
any product or service from the other.
This agreement shall be binding on and inure to the benefit of
the parties for the stated 60 day period and may be altered in
content, during, such time by mutual agreement and a more formal
contract.
This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.
Both CVS/AMWK and GMR agree that facsimile transmitted
signatures will represent a binding contractual agreement
between the parties the same as original signatures.
IN WITNESS WHEREOF, the Parties hereto agree that the effective
date of this Agreement shall be the day of 1999.
CVS TECHNOLOGIES, INC. GOVERNMENT MICRO RESOURCES INC.
J.R. Herbert, Vice President AMERISTAR NETWORK, INC.
Russell Crandall Jr., President
Letter of Intent
THIS LETTER OF INTENT is entered into as of this 9th day of
October 1998, by and between Ameristar Network, Inc.
(Ameristar") and Mortgage Internet Technologies, Inc. ("MIT")
for the purpose of defining the primary terms of a proposed
purchase agreement of MIT with reference to the following facts:
A. The principal officers of Ameristar and MIT have had , and
are continue to have, certain discussions and negotiations in
connection with the acquisition by Ameristar of all the
outstanding stock of MIT, to be followed by a merger of the two
companies.
B. Ameristar has initiated a public offering of its stock to
raise the funds necessary to purchase the stock of MIT and to
provide working capital to the combined entity.
C. The purchase price to be paid by Ameristar for all of the
outstanding stock of MIT is to be determined as follows:
i) An initial casey advance of $60,000.00 (the "Initial
Advance") shall be paid by Ameristar, to be paid within 45 days
as follows; $30,000.00 upon execution of the "proposed purchase
agreement" to be executed within 14 days of the submission by
MIT of current financial statements and an updated business
plan, including ga three month operating budget showing the
useof the proceeds of the Initial Advance.
The terms of the remaining balance of $30,000.00 whill be
identified and agreed upon in the proposed purchase agreement.
ii) The balance of the cash portion of the purchase price shall
be $400,000.00 reduced by any part of the Initial Advance which
is used to pay debts of MIT outstanding as of the date of this
agreement. MIT agrees that all its outstanding debts, other
than current accounts payable and current payroll, shall be paid
upon completion of the acquisition out of the cash paid to the
MIT shareholders.
iii) The non-cash portion of the purchase price shall be 600,000
shares of AmeriStar common stock. The case and non-case
consideration specified in ii) and iii) above shall be
collectively referred to as the "Purchase Price".
D. AmeriStar and MIT have previously entered into a Soft
Licensing Purchase Agreement dated June 6, 1998, and, an
addendum to that agreement dated July 23, 1998, which parties
which to terminate upon the closing of the MIT
Acquisition/Merger at which time the $10,000.00 deposit
referenced in the above agreement and addendum will be credited
to the purchase price of MIT.
E. MIT agrees that upon receipt of the first part ($30,000) of
the Initial Advance that it will not pursue acquisition or
merger discussions with any other party as defined in the
proposed purchase agreement.
F. In the event that AmeriStar is not able to complete its
public offering and thereby raise the funds necessary to pay the
balance of the cash portion of the purchase price, the proposed
purchase agreement shall terminate, and the initial cash advance
shall convert into the ownership of up to 7% of the then
outstanding shares based pro rate upon the Initial Payment
amount to MIT. The prior licensing agreement when then still
remain in place, subject to its original terms and conditions.
NOW THEREFORE, in views of the foregoing, the parties hereto
agree to enter into a purchase and merger agreement and such
other agreements as may be necessary, in order to reflect the
foregoing understandings and agreements of the parties:
THIS LETTER IS NOT A CONTRACTUALLY BINDING DOCUMENTS NOR SHALL
ANY LEGALLY BINDING RELATIONSHIP P ARISE HEREFROM UNTIL ALL THE
AGREEMENTS AND DOCUMENTS CONTEMPLATED IN THIS LETTER HAVE BEEN
FULLY PREPARED AND DULY EXECUTED BY ALL PARTIES DESIGNATED
THEREIN.
Mortgage Internet Technologies, Inc. AmeriStar Network, Inc.
/s/ David R. Werner, President 10/9/98 /s/O. Russell Crandall, Jr. President.
EXHIBIT 10(g)
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